Suspending, cancelling and restoring listing

Part

LR Listing Rules

Chapter

Suspending, cancelling and restoring listing

Printed on: 11/01/2025

Rulebook at: 05/04/2010

LR 5

Suspending, cancelling and restoring listing

LR 5.1

Suspending listing

01/07/2005

FSA may suspend listing

LR 5.1.1

(1) The FSA may suspend, with effect from such time as it may determine, the listing of any securities if the smooth operation of the market is, or may be, temporarily jeopardised or it is necessary to protect investors. [Note: article 18(1) CARD]
(2) An issuer that has the listing of any of its securities suspended must continue to comply with all listing rules applicable to it.
(3) If the FSA suspends the listing of any securities, it may impose such conditions on the procedure for lifting the suspension as it considers appropriate.

01/07/2005

Examples of when FSA may suspend

LR 5.1.2

Examples of when the FSA may suspend the listing of securities include (but are not limited to) situations where it appears to the FSA that:

(1) the issuer has failed to meet its continuing obligations for listing; or
(2) the issuer has failed to publish financial information in accordance with the listing rules; or
(3) the issuer is unable to assess accurately its financial position and inform the market accordingly; or
(4) there is insufficient information in the market about a proposed transaction; or
(5) the issuer's securities have been suspended elsewhere; or
(6) the issuer has appointed administrators or receivers, or is an investment trust and is winding up; or
(7) for a securitised derivative that relates to a single underlying instrument, the underlying instrument is suspended; or
(8) for a securitised derivative that relates to a basket of underlying instruments, one or more underlying instruments of the basket are suspended.

01/07/2005

LR 5.1.3

The FSA will not suspend the listing of a security to fix its price at a particular level.

01/07/2005

Suspension at issuer's request

LR 5.1.4

An issuer that intends to request the FSA to suspend the listing of its securities will need to comply with LR 5.3. The FSA will not suspend the listing if it is not satisfied that the circumstances justify the suspension.

01/07/2005

LR 5.2

Cancelling listing

01/07/2005

FSA may cancel listing

LR 5.2.1

The FSA may cancel the listing of securities if it is satisfied that there are special circumstances that preclude normal regular dealings in them.

[Note: article 18(2) CARD]

01/07/2005

Examples of when FSA may cancel

LR 5.2.2

Examples of when the FSA may cancel the listing of securities include (but are not limited to) situations where it appears to the FSA that:

(1) the securities are no longer admitted to trading as required by these rules; or
(2) the issuer no longer satisfies its continuing obligations for listing, for example if the percentage of shares in public hands falls below 25% or such lower percentage as the FSA may permit (the FSA may however allow a reasonable time to restore the percentage, unless this is precluded by the need to maintain the smooth operation of the market or to protect investors); or
(3) the securities listing has been suspended for more than six months.

01/07/2005

LR 5.2.3

The FSA will generally cancel the listing of a listed company's securities when it completes a reverse takeover.

01/07/2005

Cancellation at issuer's request

LR 5.2.4

An issuer must satisfy the requirements applicable to it in LR 5.2.5 R to LR 5.2.11 R and LR 5.3 before the FSA will cancel the listing of its securities at its request.

01/07/2005

LR 5.2.4A

LR 5.2.4 R applies even if the listing of the securities is suspended.

06/08/2007

Cancellation of listing of ordinary shares

LR 5.2.5

Subject to LR 5.2.6 R LR 5.2.7 R, LR 5.2.10 R and LR 5.2.12 R, an issuer that wishes the FSA to cancel the listing of any of its equity shares with a primary listing must:

(1) send a circular to the holders of the securities. The circular must:

(a) comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);
(b) be submitted to the FSA for approval prior to publication; and
(c) include the anticipated date of cancellation (which must be not less than 20 business days following the passing of the resolution referred to in paragraph (2));

(2) obtain, at a general meeting, the prior approval of a resolution for the cancellation from a majority of not less than 75% of the holders of the securities as (being entitled to do so) vote in person or, where proxies are allowed, by proxy;
(3) notify a RIS, at the same time as the circular is despatched to the relevant security holders, of the intended cancellation and of the notice period and meeting; and
(4) also notify a RIS of the passing of the resolution in accordance with LR 9.6.18 R.

06/08/2007

LR 5.2.5A

An issuer that wishes to cancel the secondary listing of its ordinary equity shares must also comply with the requirements in LR 5.2.5 R if:

(1) the shares have previously been converted from being primary listed to secondary listed; and
(2) the conversion has taken place within 2 years before the proposed cancellation of the secondary listing of the shares.

06/08/2007

LR 5.2.6

An issuer is not required to seek the prior approval of the holders of the ordinary equity shares for which a cancellation is being sought in accordance with LR 5.2.5 R (2) or LR 5.2.5A R if the shares are admitted to trading on a regulated market in an EEA State when the cancellation takes effect.

06/08/2007

LR 5.2.7

LR 5.2.5 R (2) and LR 5.2.5A R will also not apply where an issuer of ordinary equity shares notifies a RIS;

(1) that the financial position of the issuer or its group is so precarious that, but for the proposal referred to in LR 5.2.7 R (2), there is no reasonable prospect that the issuer will avoid going into formal insolvency proceedings;
(2) that there is a proposal for a transaction, arrangement or other form of reconstruction of the issuer or its group which is necessary to ensure the survival of the issuer or its group and the continued listing would jeopardise the successful completion of the proposal;
(3) explaining;

(a) why the cancellation is in the best interests of those to whom the issuer or its directors have responsibilities (including the bodies of securities holders and creditors, taken as a whole); and
(b) why the approval of shareholders will not be sought prior to the cancellation of listing; and

(4) giving at least 20 business days notice of the intended cancellation.

06/08/2007

Requirements for cancellation of other securities

LR 5.2.8

An issuer that wishes the FSA to cancel the listing of listed securities (other than ordinary equity shares with a primary listing or ordinary equity shares to which LR 5.2.5A R apply) must notify a RIS, giving at least 20 business days notice of the intended cancellation but is not required to obtain the approval of the holders of those securities contemplated in LR 5.2.5 R (2).

06/08/2007

LR 5.2.9

Issuers with debt securities falling under LR 5.2.8 R must also notify, in accordance with the terms and conditions of the issue of those securities, holders of those securities or a representative of the holders, such as a trustee, of intended cancellation of those securities, but the prior approval of the holders of those securities in a general meeting need not be obtained.

01/07/2005

Cancellation in relation to takeover offers

LR 5.2.10

LR 5.2.5 R and LR 5.2.5A R do not apply to the cancellation of ordinary equity shares of an issuer when, in the case of a takeover offer:

(1) the offeror has by virtue of its shareholdings and acceptances of the offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer; and
(2) the offeror has stated in the offer document or any subsequent circular sent to the security holders that a notice period of not less than 20 business days prior to cancellation will commence either on the offeror attaining the required 75% as described in LR 5.2.10 R (1) or on the first date of issue of compulsory acquisition notices under section 979 of the Companies Act 2006 (Right of offeror to buy out minority shareholder).

06/08/2007

LR 5.2.11

In the circumstances of LR 5.2.10 R, the company must notify the security holders that the required 75% has been attained and that the notice period has commenced and of the anticipated date of cancellation or the explanatory letter or other material accompanying the section 979 notice must state that the notice period has commenced and the anticipated date of cancellation.

06/10/2007

Cancellation as a result of schemes of arrangement etc

LR 5.2.12

LR 5.2.5 R, LR 5.2.5A R and LR 5.2.8 R do not apply to the cancellation of ordinary equity shares of an issuer as a result of:

(1) a takeover or restructuring of the issuer effected by a scheme of arrangement under Part 26 of the Companies Act 2006; or
(2) an administration or liquidation of the issuer pursuant to a court order under the Insolvency Act 1986.

01/10/2009

LR 5.3

Requests to cancel or suspend

01/07/2005

Information to be included in request to suspend or cancel

LR 5.3.1

A request by an issuer for the listing of its securities to be suspended or cancelled must be in writing and must include:

(1) the issuer's name;
(2) details of the securities to which it relates and the RIEs on which they are traded;
(3) a clear explanation of the background and reasons for the request;
(4) the date on which the issuer requests the suspension or cancellation to take effect;
(5) for a suspension, the time the issuer wants the suspension to take effect;
(6) if relevant, a copy of any circular or announcement or other document upon which the issuer is relying;
(7) if relevant, evidence of any resolution required under LR 5.2.5 R;
(8) if being made by an agent on behalf of the issuer, confirmation that the agent has the issuer's authority to make it;
(9) the name and contact details of the person at the issuer (or, if appropriate, an agent) with whom the FSA should liaise in relation to the request;
(10) if the issuer is making a conditional request, a clear statement of the applicable conditions;
(11) a copy of any announcement the issuer proposes to notify to a RIS that it is relying on in making its request to suspend or cancel; and
(12) a copy of any announcement the issuer proposes to notify to a RIS announcing the suspension or cancellation.

01/07/2005

LR 5.3.2

The issuer must also include with a request to cancel the listing of its securities the following:

(1) if the cancellation is to take effect after the completion of the compulsory acquisition procedures under Chapter 3 of Part 28 of the Companies Act 2006, a copy of the notice sent to dissenting shareholders of the offeree together with written confirmation that there have been no objections made to the court within the prescribed period;
(2) for a cancellation referred to in LR 5.2.10 R an extract from, or a copy of, the offer document or relevant circular clearly showing the intention to cancel the offeree's listing and a copy of the announcement stating the date on which the cancellation was expected to take effect; and
(3) if a cancellation is to take place after a scheme of arrangement becomes effective under section 899 of the Companies Act 2006 and a new company is to be listed as a result of that scheme, either:

(a) a copy of the certificate from the Registrar of Companies that the scheme has become effective; or
(b) documents which demonstrate adequately that the scheme will become effective on a specified date in the future.

01/10/2009

LR 5.3.3

Announcements referred to in LR 5.3.1 R (12) should be issued after the dealing notice issued on a RIS announcing the suspension or cancellation.

01/07/2005

Timing of suspension requests

LR 5.3.4

A written request by an issuer to have the listing of its securities suspended should be made as soon as practicable. Suspension requests received for the opening of the market should allow sufficient time for the FSA to deal with the request before trading starts.

01/07/2005

Timing of cancellation requests

LR 5.3.5

A written request by an issuer to have the listing of its securities cancelled must be made not less than 24 hours before the cancellation is expected to take effect.

01/07/2005

LR 5.3.6

Cancellations will only be specified to take effect when the market opens on a specified day. An issuer should therefore ensure that all accompanying information has been provided to the FSA well before the date on which the issuer wishes the cancellation to take effect and at the very latest by 3 p.m. on the business day before it is to take effect. If the information is received after 3:00 p.m. on the day before the issuer wishes the cancellation to take effect, it will normally be specified to take effect at the start of the business day following the next day.

01/07/2005

Withdrawing request

LR 5.3.7

(1) If an issuer requests the FSA to suspend or cancel the listing of its securities, it may withdraw its request at any time before the suspension or cancellation takes effect. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible, with an explanation of the reasons for the withdrawal.
(2) Even if an issuer withdraws its request, the FSA may still suspend or cancel the listing of the securities if it considers it is necessary to do so.
(3) If an issuer has published either a statement or a circular that states that the issuer is, or intends, to seek a suspension or cancellation and the issuer no longer intends to do so, it should, as soon as possible, notify a RIS with a statement to that effect.

01/07/2005

LR 5.4

Restoring listing

01/07/2005

Revoking a cancellation of listing

LR 5.4.1

If an issuer has the listing of its securities cancelled, it may only have them readmitted to the official list by re-applying for their listing.

01/07/2005

Restoring a listing that is suspended

LR 5.4.2

The FSA may restore the listing of any securities that have been suspended if it considers that the smooth operation of the market is no longer jeopardised or if the suspension is no longer required to protect investors. The FSA may restore the listing even though the issuer does not request it.

01/07/2005

Requests to restore

LR 5.4.3

(1) An issuer that has the listing of any of its securities suspended may request the FSA to have them restored.
(2) The request should be made sufficiently in advance of the time and date the issuer wishes the securities to be restored.
(3) Requests received for when the market opens should allow sufficient time for the FSA to deal with the request.
(4) The request may be an oral request. The FSA may require documentary evidence that the events that lead to the suspension are no longer current (for example, financial reports have been published or an appropriate announcement has been made) to process the request.
(5) Even if restoration is required urgently, it will normally take up to 30 minutes to be effected.
(6) The FSA will issue a dealing notice on a RIS announcing the restoration.

01/07/2005

Refusal of request to restore

LR 5.4.4

The FSA will refuse a request to restore the listing of securities if it is not satisfied of the matters set out in LR 5.4.2 R.

01/07/2005

Withdrawal of a request to restore securities

LR 5.4.5

(1) If an issuer has requested the FSA to restore the listing of any securities, it may withdraw its request at any time while the securities are still suspended. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible.
(2) Even if a request to restore has been withdrawn, the FSA may restore the listing of securities if it believes the circumstances justify it.

01/07/2005

Restoring listing of securitised derivatives

LR 5.4.6

(1) If an underlying instrument is restored, the securitised derivative's listing will normally be restored.
(2) For a securitised derivative relating to a basket of underlying instruments that has been suspended, the securitised derivative's listing may be restored by the FSA, irrespective of whether or not the underlying instrument has been restored, if:

(a) the issuer of the securitised derivative confirms to the FSA that despite the relevant underlying instrument(s) suspension a market in the securitised derivative will continue to be made; and
(b) the FSA is satisfied that restoring the securitised derivative is not inconsistent with either the protection of investors or the smooth operation of the market.

01/07/2005

LR 5.5

Miscellaneous

01/07/2005

Decision-making procedures for suspension, cancellation etc

LR 5.5.1

The decision-making procedures that the FSA will follow when it cancels, suspends or refuses a request by an issuer to suspend, cancel or restore listing are set out in DEPP (Decision Procedure and Penalties).

06/02/2008

Suspension, cancellation or restoration by overseas exchange or authority

LR 5.5.2

An issuer must inform the FSA if its listing has been suspended, cancelled or restored by an overseas exchange or overseas authority.

01/07/2005

LR 5.5.3

(1) The FSA will not automatically suspend, cancel or restore the listing of securities at the request of an overseas exchange or overseas authority (for example, if listing of a secondary listed issuer's securities are suspended, cancelled or restored on its home exchange).
(2) The FSA will not normally suspend the listing of securities where there is a trading halt for the security on its home exchange.
(3) If a secondary listed issuer requests a suspension, cancellation or restoration of the listing of its securities, after a suspension, cancellation or restoration on its home exchange, the issuer should send to the FSA written confirmation:

(a) that the suspension, cancellation or restoration of listing on its home exchange has become effective; or
(b) if it has not yet become effective, of the time and date it is proposed to become effective.

(4) If an overseas exchange or competent authority requests the FSA to suspend, cancel or restore the listing of securities, the FSA will, wherever practical, contact the issuer or its sponsor before it suspends, cancels or restores the listing. Therefore, issuers are encouraged to contact the FSA at the same time as they contact their home exchange.
(5) If the FSA is unable to contact the issuer or sponsor, it will suspend, cancel or restore the listing of the securities when it is satisfied that the listing of the relevant securities has been, or will be, suspended, cancelled or restored on their home exchange.

01/07/2005