Part

LR Listing Rules

Chapter

Listing applications

Printed on: 31/12/2024

Rulebook at: 31/10/2006

LR 3

Listing applications

LR 3.1

Application

  • 01/07/2005

LR 3.1.1

handbook-rule
This chapter applies to an applicant for the admission of securities.
  • 01/07/2005

LR 3.2

Application for admission to listing

  • 01/07/2005

Location of official list

LR 3.2.1

handbook-guidance
The FSA will maintain the official list on its website.
  • 01/07/2005

Method of application

LR 3.2.2

handbook-rule

An applicant for admission must apply to the FSA by:

  1. (1) submitting, in final form:
    1. (a) the documents described in LR 3.3 in the case of an application in respect of equity securities;
    2. (b) the documents described in LR 3.4 in the case of an application in respect of debt securities or other securities;
    3. (c) the documents described in LR 3.5 in the case of a block listing or a formal application;
  2. (2) submitting all additional documents, explanations and information as required by the FSA;
  3. (3) submitting verification of any information in such manner as the FSA may specify; and
  4. (4) paying the fee set out in FEES 3 by the required date.
  • 01/01/2006

LR 3.2.3

handbook-guidance
Before submitting the documents referred to in LR 3.2.2 R (1), an applicant should contact the FSA to agree the date on which the FSA will consider the application.
  • 01/07/2005

LR 3.2.4

handbook-rule
All documents must be submitted to the Listing Applications team at the FSA's address.
  • 01/07/2005

Grant of an application for admission to listing

LR 3.2.5

handbook-guidance
The FSA will admit securities to listing if all relevant documents required by LR 3.3, LR 3.4 or LR 3.5 have been submitted to the FSA.
  • 01/07/2005

LR 3.2.6

handbook-guidance

When considering an application for admission to listing, the FSA may:

  1. (1) carry out any enquiries and request any further information which it considers appropriate, including consulting with other regulators or exchanges;
  2. (2) request that an applicant, or its specified representative answer questions and explain any matter the FSA considers relevant to the application for listing;
  3. (3) take into account any information which it considers appropriate in relation to the application for listing;
  4. (4) request that any information provided by the applicant be verified in such manner as the FSA may specify; and
  5. (5) impose any additional conditions on the applicant as the FSA considers appropriate.
  • 01/07/2005

LR 3.2.7

handbook-guidance

The admission becomes effective only when the FSA's decision to admit the securities to listing has been announced by being either:

  1. (1) disseminated by a RIS; or
  2. (2) posted on a notice board designated by the FSA should the electronic systems be unavailable.
  • 01/07/2005

LR 3.3

Equity securities

  • 01/07/2005

Application

LR 3.3.1

handbook-rule
  1. (1) LR 3.3.2 R to LR 3.3.7 R apply to an applicant which is applying for a primary listing of its equity shares.
  2. (2) LR 3.3.2 R to LR 3.3.8 R apply to an applicant which is applying for:
    1. (a) a primary listing of its preference shares; or
    2. (b) a primary listing of its securities that are convertible into equity shares; or
    3. (c) a secondary listing of its equity securities.
  • 01/07/2005

Documents to be provided 48 hours in advance

LR 3.3.2

handbook-rule

The following documents must be submitted, in final form, to the FSA by midday two business days before the FSA is to consider the application:

  1. (1) a completed Application for Admission of Securities to the Official List;
  2. (2) one of:
    1. (a) the prospectus, or listing particulars, that has been approved by the FSA; or
    2. (b) a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State for the securities; or
    3. (c) where a prospectus has not been produced, a written confirmation, signed by a director or duly authorised officer of the issuer or offeror of the securities if the offeror is not the issuer that:
      1. (i) a prospectus is not required to be published by the Prospectus Directive, setting out the exemption on which the issuer or offeror is relying; and
      2. (ii) the issuer or offeror will not make an offer of transferable securities to the public of, or admit to trading on a regulated market in the UK, the securities which are the subject of the application until those securities are admitted to the official list;
  3. (3) any circular that has been published in connection with the application, if applicable;
  4. (4) any approved supplementary prospectus or approved supplementary listing particulars, if applicable; and
  5. (5) a copy of the resolution of the board of the applicant allotting the securities. [Note: If this is not possible, see LR 3.3.4 R.]

Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FSA website.

  • 01/07/2005

Documents to be provided on the day

LR 3.3.3

handbook-rule

Either of the following documents must be submitted, in final form, to the FSA before 9 a.m. on the day the FSA is to consider application:

  1. (1) a completed Shareholder Statement, signed by a sponsor, in the case of an applicant that is applying for a listing of equity shares or preference shares for the first time; or [Note: see LR 8.4.3 R].
  2. (2) a completed Pricing Statement, signed by a sponsor, in the case of a placing by an applicant of equity shares of a class already listed. [Note: see and LR 8.4.9 R].

Note: The Shareholder Statement and the Pricing Statement forms can be found on the UKLA section of the FSA website.

  • 01/07/2005

LR 3.3.4

handbook-rule
If a copy of the resolution of the board allotting the securities cannot be submitted to the FSA by the deadline set out in LR 3.3.2 R the resolution or a written confirmation from the applicant or its sponsor that the securities have been allotted must be submitted to the FSA at least one hour before the admission to listing is to become effective.
  • 01/07/2005

Other documents to be submitted

LR 3.3.5

handbook-rule

The following documents must be submitted in final form to the FSA as soon as practicable after the FSA has considered the application:

  1. (1) a statement of the number of securities that were issued and, where different from the number which were the subject of the application, the aggregate number of securities of that class in issue;
  2. (2) a completed Issuer's Declaration; and
  3. (3) in an issue pursuant to a notice served under section 429 of the Companies Act 1985 (Right of offeror to buy out minority shareholders), a copy of the notice.

Note: The Issuer's Declaration form can be found on the UKLA section of the FSA's website.

  • 01/07/2005

Additional documents

LR 3.3.6

handbook-rule

An applicant must keep copies of the following for six years after the admission to listing:

  1. (1) any agreement to acquire any assets, business or shares in consideration for or in relation to which the company's securities are being issued;
  2. (2) any letter, report, valuation, contract or other documents referred to in the prospectus, listing particulars, circular or other document issued in connection with those securities;
  3. (3) the applicant's constitution as at the date of admission;
  4. (4) the annual report and accounts of the applicant and of any guarantor, for each of the periods which form part of the applicant's financial record contained in the prospectus or listing particulars;
  5. (5) any interim accounts made up since the date to which the last annual report and accounts were made up and prior to the date of admission;
  6. (6) any temporary and definitive documents of title;
  7. (7) in the case of an application in respect of securities issued pursuant to an employees' share scheme, the scheme document; and
  8. (8) where listing particulars or another document are published in connection with any scheme requiring court approval, any court order and the certificate of registration issued by the Registrar of Companies.
  • 01/07/2005

LR 3.3.7

handbook-rule
An applicant must provide to the FSA the documents set out in LR 3.3.6 R, if requested to do so.
  • 01/07/2005

Equity securities applications other than applications for the primary listing of equity shares

LR 3.3.8

handbook-rule

An applicant which is applying for:

  1. (1) a primary listing of its preference shares; or
  2. (2) a primary listing of its securities that are convertible into equity shares; or
  3. (3) a secondary listing of its equity securities;

must comply with LR 3.3.2 R to LR 3.3.7 R except that the document required by LR 3.3.3 R (1) is not required to be signed by a sponsor.

  • 01/07/2005

LR 3.4

Debt and other securities

  • 01/07/2005

Application

LR 3.4.1

handbook-rule

LR 3.4.4 R to LR 3.4.7 R apply to an applicant that is seeking admission of any of the following types of securities:

  1. (1) debt securities;
  2. (2) asset-backed securities;
  3. (3) certificates representing certain securities; and
  4. (4) specialist securities of the following types:
    1. (a) convertible securities which convert to debt securities;
    2. (b) convertible securities which convert to equity securities; and
    3. (c) convertible securities which are exchangeable for securities of another company.
  • 01/07/2005

LR 3.4.2

handbook-rule

LR 3.4.4 R to LR 3.4.8 R apply to an applicant for the admission of a debt securities or asset-backed securities issuance programme where the applicant is:

  1. (1) a new applicant; or
  2. (2) seeking an admission to listing for an issue made more than 12 months after publication of the base prospectus or listing particulars.
  • 01/07/2005

LR 3.4.3

handbook-rule
  • 01/07/2005

Securities referred to in LR 3.4.1R: documents to be provided 48 hours in advance

LR 3.4.4

handbook-rule

An applicant referred to in LR 3.4.1 R must submit, in final form, to the FSA by midday two business days before the FSA is to consider the application:

  1. (1) a completed Application for Admission of Securities to the Official List;
  2. (2) either:
    1. (a) the prospectus, or listing particulars that has been approved by the FSA; or
    2. (b) a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State for the securities; and
  3. (3) any approved supplementary prospectus or approved supplementary listing particulars, if applicable.

Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FSA's website.

  • 01/07/2005

Securities referred to in LR 3.4.1R: documents to be provided on the day

LR 3.4.5

handbook-rule

An applicant referred to in LR 3.4.1 R must submit in final form to the FSA before 9 a.m. on the day the FSA is to consider the application:

  1. (1) a copy of the resolution of the board authorising the issue of the securities; or
  2. (2) written confirmation from the applicant that the board has authorised the issue of the securities.
  • 01/07/2005

Securities referred to in LR 3.4.1R: additional documents

LR 3.4.6

handbook-rule
An applicant referred to in LR 3.4.1 R must keep, for six years after the admission to listing, a copy of the items set out in LR 3.3.6 R (1) to (6) and must provide any of those documents to the FSA if requested to do so.
  • 01/07/2005

Procedure for issuance programmes: initial offering

LR 3.4.7

handbook-rule

An applicant referred to in LR 3.4.2 R must comply with LR 3.4.4 R to LR 3.4.6 R with the following modifications:

  1. (1) an applicant must submit a supplementary prospectus or supplementary listing particulars instead of the document required by LR 3.4.4 R (2) in the case of an increase in the maximum amount of debt securities which may be in issue and listed at any one time under an issuance programme; and
  2. (2) if the FSA approves the application it will admit to listing all debt securities which may be issued under the programme within 12 months after the publication of the base prospectus or listing particulars subject to the FSA:
    1. (a) being advised of the final terms of each issue for which a listing is sought;
    2. (b) receiving and approving for publication any supplementary documents that may be appropriate; and
    3. (c) receiving confirmation that the debt securities in question have been authorised.
  • 01/07/2005

Issuance programmes: final terms

LR 3.4.8

handbook-rule
  1. (1) The final terms must be submitted in writing to the FSA as soon as possible after they have been agreed and no later than 2 p.m. on the day before listing is to become effective.
  2. (2) The final terms may be submitted by:
    1. (a) the applicant; or
    2. (b) the applicant's agent if a letter of appointment signed by a duly authorised officer of the applicant has been delivered to the FSA.
  3. (3) The Application for Admission of Securities to the Official List need not be submitted for issues made after the first issue in any 12 month period after publication of the base prospectus or listing particulars.

Note: For further details on final terms, see PR 2.2.9 R and PR 2.3.2 R.

  • 01/07/2005

Public sector issuers

LR 3.4.9

handbook-rule

A public sector issuer of an EEA State that seeks admission of debt securities referred to in paragraphs 2 and 4 of Schedule 11A of the Act must submit to the FSA in final form a completed Application for Admission of Securities to the Official List.

Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FSA's website.

  • 01/07/2005

LR 3.4.10

handbook-rule
LR 3.4.11 R to LR 3.4.13 R apply to applications for admission to listing of debt securities by a public sector issuer other than one referred to in LR 3.4.9 R.
  • 01/07/2005

LR 3.4.11

handbook-rule

An applicant referred to in LR 3.4.10 R must submit to the FSA in final form by midday two business days before the FSA is to consider the application:

  1. (1) the items set out in LR 3.4.4 R;
  2. (2) a copy of any consent, order or resolution, authorising the issue of the debt securities; and
  3. (3) where a regional or local authority has offered debt securities for sale to or subscription by the public, a Public Sector Issuer Certificate.

Note: The Public Sector Issuer Certificate can be found on the UKLA section of the FSA's website.

  • 01/07/2005

LR 3.4.12

handbook-rule
An applicant referred to in LR 3.4.10 R must submit to the FSA as soon as practicable after the FSA has considered the application the item set out in LR 3.3.5 R (1).
  • 01/07/2005

LR 3.4.13

handbook-rule
An applicant referred to in LR 3.4.10 R must keep, for six years after the admission to listing, a copy of the items set out in LR 3.3.6 R (1) to LR 3.3.6 R (6) and must provide any of those documents to the FSA if requested to do so.
  • 01/07/2005

LR 3.5

Block listing and formal application

  • 01/07/2005

Application

LR 3.5.1

handbook-rule

This section applies to an applicant that wishes to apply for admission of securities using:

  1. (1) a block listing; or
  2. (2) a formal application.
  • 01/07/2005

When a block listing or a formal application can be used

LR 3.5.2

handbook-guidance

If an applicant issues securities on a regular basis and in circumstances which do not require the production of a prospectus or listing particulars:

  1. (1) the applicant may make an application for a specified number of securities which may be issued in a particular case ("a block listing"); or
  2. (2) the applicant may adopt a simplified application procedure for each issue ("a formal application").
  • 01/07/2005

LR 3.5.3

handbook-guidance
The grant of a block listing constitutes admission to listing for the securities that are the subject of the block. An applicant therefore needs to take this into consideration when applying for admission of further securities in order to ensure compliance with its obligations under PR 1.2.3 R (1). Separately, the provisions of PR 1.2.2 R will need to be considered by the applicant when the securities that are the subject of the block listing are being issued.
  • 01/07/2005

Block listing

LR 3.5.4

handbook-rule

An applicant applying for admission to listing by way of a block listing must submit in final form the following items at least two business days before the FSA is to consider each application for admission:

  1. (1) a completed Application for Admission of Securities to the Official List; and
  2. (2) the item set out in LR 3.3.2 R (2)(c).

Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FSA website.

  • 01/07/2005

LR 3.5.5

handbook-rule
  1. (1) An applicant applying for admission to listing by way of a block listing must notify an RIS of the number and type of securities that are the subject of the block listing application and the circumstances of their issue.
  2. (2) The notification in paragraph (1) must be made by 9 a.m. on the day the FSA is to consider the application.
  • 01/07/2005

LR 3.5.6

handbook-rule
Every six months the applicant must notify a RIS of the details of the number of securities covered by the block listing which have been allotted in the previous six months, using the Block Listing Six Monthly Return. A copy of the notification must also be lodged with the FSA.
  • 01/07/2005

Formal application

LR 3.5.7

handbook-rule

An applicant applying for admission to listing by way of a formal application must submit, at least two business days before the consideration of each application for admission to listing:

  1. (1) all the items set out in LR 3.5.4 R; and
  2. (2) the item set out in LR 3.3.2 R (5).
  • 01/07/2005

LR 3.5.8

handbook-rule
LR 3.5.5 R applies to an applicant applying for admission to listing by way of a formal application.
  • 01/07/2005