Debt and specialist securities

Part

LR Listing Rules

Chapter

Debt and specialist securities

Printed on: 08/12/2024

Rulebook at: 01/01/2007

LR 17

Debt and specialist securities

LR 17.1

Application

01/07/2005

LR 17.1.1

This chapter applies to

(1) an issuer of any of the following types of securities:

(a) debt securities;
(b) asset-backed securities;
(c) certificates representing debt securities; and
(d) specialist securities of the following types:

(i) convertible securities which convert to debt securities;
(ii) convertible securities which convert to equity securities; and
(iii) convertible securities which are exchangeable for securities of another company.

01/07/2005

LR 17.1.2

An issuer, as described in LR 17.1.1 R includes:

(1) a state monopoly;
(2) a state finance organisation;
(3) a statutory body; and
(4) an OECD state guaranteed issuer.

01/07/2005

LR 17.1.3

A state, a regional or local authority or a public international body with listed debt securities should see LR 17.5 for its continuing obligations

01/07/2005

LR 17.2

Requirements for listing and listing applications

01/07/2005

Requirements for listing

LR 17.2.1

An issuer to whom this chapter applies will need to comply with LR 2 (Requirements for listing - all securities).

01/07/2005

Listing Applications

LR 17.2.2

An issuer to whom this chapter applies will need to comply with LR 3 (Listing applications).

01/07/2005

LR 17.3

Requirements with continuing application

01/07/2005

Copies of documents

LR 17.3.1

(1) An issuer must forward to the FSA, for publication through the document viewing facility, two copies of any document required by LR 17.3 or LR 17.4 at the same time the document is issued.
(2) An issuer must notify a RIS as soon as possible when a document has been forwarded to the FSA under paragraph (1) unless the full text of the document is provided to the RIS.
(3) A notification made under paragraph (2) must set out where copies of the relevant document can be obtained.

01/07/2005

Admission to trading

LR 17.3.2

(1) An issuer's securities must be admitted to trading on a RIE's market for listed securities at all times.
(2) An issuer must inform the FSA in writing without delay if it has:

(a) requested a RIE to admit or re-admit any of its listed securities to trading; or
(b) requested a RIE to cancel or suspend trading of any of its listed securities; or
(c) been informed by a RIE that the trading of any of its listed securities will be cancelled or suspended.

01/07/2005

Equality of treatment

LR 17.3.3

An issuer must ensure equal treatment for all holders of its listed securities of the same class in respect of all rights attaching to such securities.

[Note: Article 78(1) CARD]

01/07/2005

LR 17.3.4

(1) An issuer must publish its annual report and annual accounts as soon as possible after they have been approved. [Note: Article 80(1) CARD]
(2) An issuer must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.

01/07/2005

LR 17.3.5

(1) If an issuer prepares both own and consolidated annual accounts it may publish either form provided that the unpublished accounts do not contain any significant additional information. [Note: Article 80(2) CARD]
(2) If the annual accounts do not give a true and fair view of the assets and liabilities, financial position and profits or losses of the issuer or group, additional information must be provided to the satisfaction of the FSA. [Note: Article 80(3) CARD]
(3) An issuer incorporated or established in a non-EEA State which is not required to draw up its accounts so as to give a true and fair view but is required to draw them up to an equivalent standard, may draw up its accounts to this equivalent standard.

01/07/2005

LR 17.3.6

An issuer that meets the following criteria is not required to comply with LR 17.3.4 R:

(1) the issuer is an issuer of asset-backed securities and is not required to comply with any other requirement for the publication of annual report and accounts; or
(2)

(a) the issuer:

(i) is a wholly owned subsidiary of a listed company;
(ii) issues listed securities that are unconditionally and irrevocably guaranteed by the issuer's listed holding company or equivalent arrangements are in place;
(iii) is included in the consolidated accounts of its listed holding company; and
(iv) is not required to comply with any other requirement for the preparation of annual report and accounts; and

(b) non publication of the issuer's accounts would not be likely to mislead the public with regard to facts and circumstances that are essential for assessing the securities.

01/07/2005

Paying agent

LR 17.3.7

An issuer must appoint and retain a paying agent in the United Kingdom until the date on which the listed securities are finally redeemed unless the issuer:

(1) provides financial services; and
(2) itself performs the functions of a paying agent in the United Kingdom. [Note: Article 78(2) CARD]

01/07/2005

Disclosure Rules

LR 17.3.8

An issuer, whose securities are admitted to trading on a regulated market in the United Kingdom, should consider its obligations under DTR 2 (Disclosure and control of inside information by issuers).

01/07/2005

LR 17.3.9

An issuer that is not already required to comply with DTR 2 must comply with DTR 2 as if it were an issuer for the purposes of the disclosure rules and transparency rules.

01/07/2005

Amendments to trust deeds

LR 17.3.10

An issuer must ensure that any circular it issues to holders of its listed securities about proposed amendments to a trust deed includes:

(1) an explanation of the effect of the proposed amendments; and
(2) either the full terms of the proposed amendments, or a statement that they will be available for inspection:

(a) from the date the circular is sent until the close of the relevant general meeting at a place in or near the City of London or such other place as the FSA may determine; and
(b) at the place of the general meeting for at least 15 minutes before and during the meeting.

01/07/2005

Amendments to constitution

LR 17.3.11

An issuer must submit two copies of any proposed amendment to its constitution that affects the rights of securities holders to the FSA by no later than when it sends the notice convening the meeting to decide on the amendment.

[Note: Article 79 CARD]

01/07/2005

Early redemptions

LR 17.3.12

(1) An issuer must ensure that any circular it issues to holders of its listed securities relating to a resolution proposing to redeem listed securities before their due date for redemption includes:

(a) an explanation of the reasons for the early redemption;
(b) a statement of the market values for the securities on the first dealing day in each of the six months before the date of the circular and on the latest practicable date before sending the circular;
(c) a statement of any interests of any director in the securities;
(d) if there is a trustee, or other representative, of the holders of the securities to be redeemed, a statement that the trustee, or other representative, has given its consent to the issue of the circular or stated that it has no objection to the resolution being put to a meeting of the securities holders;
(e) the timetable for redemption; and
(f) an explanation of the procedure to be followed by the securities holders.

(2) The circular must not contain specific advice about whether or not to accept the proposal for redemption.
(3) The timetable for redemption in the circular must have been approved by the RIE on which the listed securities are traded.

01/07/2005

Documents of title

LR 17.3.13

An issuer must ensure that any definitive document of title for a security (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraph (5)):

(1) the authority under which the issuer is constituted and the country of incorporation and registered number (if any);
(2) the number or amount of securities the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);
(3) a footnote stating that no transfer of the security or any portion of it represented by the certificate can be registered without production of the certificate;
(4) if applicable, the minimum amount and multiples thereof in which the security is transferable;
(5) the date of the certificate; and
(6) the interest payable and the interest payment dates and on the reverse (with reference shown on the face) an easily legible summary of the rights as to redemption or repayment and (where applicable) conversion.

01/07/2005

LR 17.4

Disclosures

01/07/2005

Disclosures to be made without delay to a RIS

LR 17.4.1

An issuer must notify a RIS as soon as possible of:

(1) any new issues and guarantee or security related to such new issues; [Note: Article 81 CARD]
(2) any change of guarantor or security of its listed securities where this information is important for the purposes of assessing the securities in question;
(3) any change in the rights attaching to listed securities (including any change in loan terms or in the rate of interest carried by the listed securities); [Note: Article 81 CARD]
(4) when any document has been submitted to the FSA for publication through the document viewing facility under LR 17.3.1 R, unless the full text of the document is provided to a RIS;
(5) any change of paying agent in the United Kingdom; and
(6) the publication of:

(a) its annual report and accounts;
(b) in the case of debt securities guaranteed by another company, the annual report and accounts of the company that is providing the guarantee unless that company is listed or adequate information is otherwise available; and
(c) in the case of convertible securities which are exchangeable for securities of another company, the annual report and accounts of that other company unless that company is listed or adequate information is otherwise available.

01/07/2005

Disclosure to holders: exercise of rights

LR 17.4.2

An issuer must ensure that at least in each EEA state in which its securities are listed, all the necessary facilities and information are available to enable holders of such securities to exercise their rights. In particular, it must:

(1) inform holders of meetings which they are entitled to attend;
(2) enable them to exercise their vote, where applicable; and
(3) publish notices or distribute circulars giving information on:

(a) the payment of interest in respect of such securities; and
(b) the exercise of any conversion, exchange, subscription or renunciation rights and repayment of its securities.

[Note: Article 78(2) CARD]

01/07/2005

LR 17.4.3

An issuer of bearer securities must comply with LR 17.4.2 R by publishing an advertisement in at least one national newspaper in the United Kingdom.

01/07/2005

LR 17.4.4

An issuer of bearer securities is not required to comply with LR 17.4.3 R if:

(1) the securities are in global form; and
(2) the issuer can confirm that notices will be transmitted without delay to all holders.

01/07/2005

Communications with holders

LR 17.4.5

(1) An issuer must notify a RIS of all notices to holders of its listed securities no later than the date the notices are sent to holders.
(2) An issuer must submit to the FSA draft copies of any proposed amendment to its constitution which would affect the rights of holders. [Note: Article 79 CARD]

01/07/2005

Disclosure: convertible and guaranteed securities

LR 17.4.6

Any changes to conversion rights attaching to convertible securities must be notified to a RIS as soon as possible.

[Note: Article 81 CARD]

01/07/2005

LR 17.4.7

In the case of debt securities guaranteed by another company, an issuer must submit to the FSA the annual report and accounts of the company that is providing the guarantee unless that company is listed or adequate information is otherwise available.

01/07/2005

LR 17.4.8

In the case of convertible securities which are exchangeable for securities of another company, an issuer must submit to the FSA the annual report and accounts of that other company unless that company is listed or adequate information is otherwise available.

01/07/2005

Disclosure: asset-backed securities

LR 17.4.9

Where an issuer proposes to issue further debt securities that are:

(1) backed by the same assets; and
(2) not fungible with existing classes of debt securities; or
(3) not subordinated to existing classes of debt securities;

the issuer must inform the holders of the existing classes of debt securities.

01/07/2005

LR 17.5

Requirements for states, regional and local authorities and public international bodies

01/07/2005

LR 17.5.1

This chapter does not apply to a state, a regional or local authority and a public international body with listed debt securities except that such an issuer must comply with:

(1) LR 17.3.2 R (Admission to trading);
(2) LR 17.3.3 R (Equality of treatment);
(3) LR 17.4.1 R (3) (Disclosures to be made without delay to an RIS); and
(4) LR 17.4.2 R to LR 17.4.4 G (Disclosure to holders: exercise of rights).

01/07/2005