Part

LR Listing Rules

Chapter

Requirements for listing

Printed on: 16/11/2024

Rulebook at: 01/07/2005

LR 2

Requirements
for listing

LR 2.1

Preliminary

  • 01/07/2005

Application

LR 2.1.1

handbook-rule
This chapter applies to all applicants for admission to listing (unless a rule is specified only to apply to a particular type of applicant or security).
  • 01/07/2005

Refusal of applications

LR 2.1.2

handbook-guidance

Under the Act, the FSA may not grant an application for admission unless it is satisfied that:

  1. (1) the requirements of the listing rules are complied with; and
  2. (2) any special requirement (see LR 2.1.4 R) is complied with.
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LR 2.1.3

handbook-guidance

Under the Act, the FSA may also refuse an application for admission if it considers that:

  1. (1) admission of the securities would be detrimental to investors' interests; or
  2. (2) for securities already listed in another EEA State, the issuer has failed to comply with any obligations under that listing.
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Special requirements

LR 2.1.4

handbook-rule
  1. (1) The FSA may make the admission of securities subject to any special requirement that it considers appropriate to protect investors. [Note: article 12 CARD]
  2. (2) The FSA must explicitly inform the issuer of any special requirement that it imposes. [Note: article 12 CARD]
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LR 2.2

Requirements for all securities

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Incorporation

LR 2.2.1

handbook-rule

An applicant (other than a public sector issuer) must be:

  1. (1) duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment; and
  2. (2) operating in conformity with its constitution. [Note: articles 42 and 52 CARD]
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Validity

LR 2.2.2

handbook-rule

To be listed, securities must:

  1. (1) conform with the law of the applicant's place of incorporation;
  2. (2) be duly authorised according to the requirements of the applicant's constitution; and
  3. (3) have any necessary statutory or other consents. [Note: articles 45 and 53 CARD]
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Admission to trading

LR 2.2.3

handbook-rule
To be listed, securities must be admitted to trading on an RIE's market for listed securities.
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Transferability

LR 2.2.4

handbook-rule
  1. (1) To be listed, securities must be freely transferable. [Note: articles 46, 54 and 60 CARD]
  2. (2) To be listed, shares must be fully paid and free from all liens and from any restriction on the right of transfer (except any restriction imposed for failure to comply with a notice under section 212 of the Companies Act 1985 (Company investigations)).
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LR 2.2.5

handbook-guidance
The FSA may modify LR 2.2.4 R to allow partly paid securities to be listed if it is satisfied that their transferability is not restricted and investors have been provided with appropriate information to enable dealings in the securities to take place on an open and proper basis. [Note: articles 46 and 54 CARD]
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LR 2.2.6

handbook-guidance
The FSA may in exceptional circumstances modify or dispense with LR 2.2.4 R where the applicant has the power to disapprove the transfer of shares if the FSA is satisfied that this power would not disturb the market in those shares. [Note: article 46 CARD]
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Market capitalisation

LR 2.2.7

handbook-rule
  1. (1) The expected aggregate market value of all securities (excluding treasury shares) to be listed must be at least:
    1. (a) £700,000 for shares; and
    2. (b) £200,000 for debt securities.
  2. (2) Paragraph (1) does not apply to tap issues where the amount of the debt securities is not fixed.
  3. (3) Paragraph (1) does not apply if securities of the same class are already listed. [Note: articles 43 and 48 CARD]
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LR 2.2.8

handbook-guidance
The FSA may modify LR 2.2.7 R to admit securities of a lower value if it is satisfied that there will be an adequate market for the securities concerned. [Note: articles 43 and 58 CARD]
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Whole class to be listed

LR 2.2.9

handbook-rule

An application for listing of securities of any class must:

  1. (1) if no securities of that class are already listed, relate to all securities of that class, issued or proposed to be issued; or
  2. (2) if securities of that class are already listed, relate to all further securities of that class, issued or proposed to be issued. [Note: articles 49, 56 and 62 CARD]
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Prospectus

LR 2.2.10

handbook-rule
  1. (1) This rule applies if under the Act or under the law of another EEA State:
    1. (a) a prospectus must be approved and published for the securities; or
    2. (b) the applicant is permitted and elects to draw up a prospectus for the securities.
  2. (2) To be listed:
    1. (a) a prospectus must have been approved by the FSA and published in relation to the securities; or
    2. (b) if another EEA State is the Home Member State for the securities, the relevant competent authority must have supplied the FSA with:
      1. (i) a certificate of approval;
      2. (ii) a copy of the prospectus as approved; and
      3. (iii) (if applicable) a translation of the summary of the prospectus.
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Listing particulars

LR 2.2.11

handbook-rule
  1. (1) This rule applies if, under LR 4, listing particulars must be approved and published for securities.
  2. (2) To be listed, listing particulars for the securities must have been approved by the FSA and published in accordance with LR 4.
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Convertible securities

LR 2.2.12

handbook-rule

Convertible securities may be admitted to listing only if the securities into which they are convertible are already, or will become at the same time:

  1. (1) listed securities; or
  2. (2) securities listed on a regulated, regularly operating, recognised open market. [Note: article 59 CARD]
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LR 2.2.13

handbook-guidance
The FSA may dispense with LR 2.2.12 R if it is satisfied that holders of the convertible securities have at their disposal all the information necessary to form an opinion about the value of the underlying securities. [Note: article 59 CARD]
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Warrants or options to subscribe

LR 2.2.14

handbook-rule
The requirements for listing of warrants to subscribe, or options to subscribe, for equity securities (not being options or warrants accompanied by other securities) are the same as would apply if the application was for listing of the equity securities to be subscribed.
  • 01/07/2005