Part

LR Listing Rules

Chapter

Requirements for listing: All securities

Printed on: 23/11/2024

Rulebook at: 01/08/2012

LR 2

Requirements
for listing: All securities

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.
  • 01/07/2005

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.
  • 01/07/2005

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]
  • 01/07/2005

No conditional admission

LR 2.1.5

handbook-guidance
The FSA is not able to make the admission of securities conditional on any event. The FSA may, in particular cases, seek confirmation from an issuer before the admission of securities that the admission does not purport to be conditional on any matter.
  • 06/08/2007

LR 2.2

Requirements for all securities

  • 01/07/2005

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]
  • 01/07/2005

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]
  • 01/07/2005

Admission to trading

LR 2.2.3

handbook-rule
Other than in regard to securities to which LR 4 applies, to be listed, equity shares must be admitted to trading on a regulated market for listed securities operated by a RIE. All other securities must be admitted to trading on a RIE's market for listed securities.
  • 06/06/2011

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 793 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)).
  • 06/08/2007

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]
  • 01/07/2005

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]
  • 01/07/2005

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]
  • 01/07/2005

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]
  • 01/07/2005

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]
  • 01/07/2005

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.
  • 01/07/2005

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.
  • 01/07/2005

Convertible securities and miscellaneous securities carrying the right to buy or subscribe for other securities

LR 2.2.12

handbook-rule

Convertible securities and miscellaneous securities giving the holder the right to buy or subscribe for other securities may be admitted to listing only if the securities into which they are convertible or over which they give a right to buy or subscribe 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]
  • 06/04/2010

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]
  • 01/07/2005

Overseas company applying for a premium listing

LR 2.2.15

handbook-rule

If the law of the country of its incorporation does not confer on shareholders rights which are at least equivalent to LR 9.3.11 R, an overseas company applying for a premium listing must:

  1. (1) ensure its constitution provides for rights which are at least equivalent to the rights provided for in LR 9.3.11 R (as qualified by LR 9.3.12 R); and
  2. (2) be satisfied that conferring such rights would not be incompatible with the law of the country of its incorporation.
  • 06/04/2010