UKLR 1 Preliminary: all securities

An issuer must comply with the rules that are applicable to every security in the category of listing which applies to each security the issuer has listed. The categories of listing are:

1. (1)

   equity shares (commercial companies);

2. (2)

   closed-ended investment funds;

3. (3)

   open-ended investment companies;

4. (4)

   equity shares (shell companies);

5. (5)

   equity shares (international commercial companies secondary listing);

6. (6)

   certificates representing certain securities;

7. (7)

   non-equity shares and non-voting equity shares;

8. (8)

   debt and debt-like securities;

9. (9)

   securitised derivatives;

10. (10)

    warrants, options and other miscellaneous securities; and

11. (11)

    equity shares (transition).

An issuer must inform the FCA if the characteristics of a security change so that the security no longer meets the definition of a security in the category in which it has been placed.

An issuer that has securities listed in a particular listing category must not describe itself or hold itself out (in whatever terms) as being listed in a different listing category from the one in which those securities are listed. An issuer must not make any representation which suggests, or which is reasonably likely to be understood as suggesting, that it has a listing in a different listing category or complies, or is required to comply, with the requirements that apply to a different listing category from the one in which its securities are listed.

1. (1)

   The FCA may dispense with or modify the listing rules in such cases and by reference to such circumstances as it considers appropriate (subject to the Act).

2. (2)

   A dispensation or modification may be either unconditional or subject to specified conditions.

3. (3)

   If an issuer or sponsor has applied for, or been granted, a dispensation or modification, it must notify the FCA immediately it becomes aware of any matter which is material to the relevance or appropriateness of the dispensation or modification.

4. (4)

   The FCA may revoke or modify a dispensation or modification.

1. (1)

   An application to the FCA to dispense with or modify a listing rule must be in writing.

2. (2)

   The application must:

   1. (a)

      contain a clear explanation of why the dispensation or modification is requested;

   2. (b)

      include details of any special requirements – for example, the date by which the dispensation or modification is required;

   3. (c)

      contain all relevant information that should reasonably be brought to the FCA’s attention;

   4. (d)

      contain any statement or information that is required by the listing rules to be included for a specific type of dispensation or modification; and

   5. (e)

      include copies of all documents relevant to the application.

An issuer must provide to the FCA as soon as possible:

1. (1)

   any information and explanations that the FCA may reasonably require to decide whether to grant an application for admission;

2. (2)

   any information that the FCA considers appropriate to protect investors or ensure the smooth operation of the market; and

3. (3)

   any other information or explanation that the FCA may reasonably require to verify whether listing rules, disclosure requirements, transparency rules and corporate governance rules are being and have been complied with.

1. (1)

   The FCA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market.

2. (2)

   If an issuer fails to comply with a requirement under (1), the FCA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published).

An issuer must take reasonable care to ensure that any information it notifies to a RIS or makes available through the FCA is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.

If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it must distribute the information as soon as possible to:

1. (1)

   not less than 2 national newspapers in the United Kingdom;

2. (2)

   2 newswire services operating in the United Kingdom; and

3. (3)

   a RIS for release as soon as it opens.

1. (1)

   An issuer must ensure that the FCA is provided, at all times, with up-to-date contact details of at least 2 of its executive directors (or, where the issuer has no executive directors, at least 2 of its directors), including their name, business telephone number and business email address. Where the issuer has only 1 executive director or has only 1 director, then the issuer must ensure the FCA is provided with the details of this director.

2. (2)

   The issuer must notify the FCA of any changes to the contact details under (1) as soon as possible.

An issuer must ensure that the FCA is provided, at all times, with up-to-date contact details of a nominated person at the issuer, including their address for the purposes of receiving service of relevant documents.

The address referred to in UKLR 1.3.7R must be:

1. (1)

   an email address where the issuer provides written consent to receive service of relevant documents by email; or

2. (2)

   a postal address in the UK where written consent to email service mentioned in (1) above is not given.

[Note: There are additional requirements to provide first point of contact details set out in UKLR 6.2.19R including as applied by UKLR 11.4.1R, UKLR 12.3.6R, UKLR 13.3.11R, UKLR 14.3.8R, UKLR 16.3.7R and UKLR 22.2.8R.]

1. (1)

   If it appears to the FCA that there is, or there may be, a breach of the listing rules, the disclosure requirements or the transparency rules by an issuer with a listing of shares in:

   1. (a)

      the equity shares (commercial companies) category;

   2. (b)

      the closed-ended investment funds category; or

   3. (c)

      the equity shares (shell companies) category,

   the FCA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules, the disclosure requirements and the transparency rules.

2. (2)

   If required to do so under (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of the listing rules, the disclosure requirements and the transparency rules.

[Note:UKLR 4.2 sets out the various circumstances in which an issuer must appoint, or obtain guidance from, a sponsor.]

If a listing rule refers to a requirement in legislation applicable to a listed company incorporated in the United Kingdom, a listed overseas company must comply with the requirement so far as:

1. (1)

   information available to it enables it to do so; and

2. (2)

   compliance is not contrary to the law in its country of incorporation.

A listed overseas company must, if required to do so by the FCA, provide the FCA with a letter from an independent legal adviser explaining why compliance with a requirement referred to in UKLR 1.4.2R is contrary to the law in its country of incorporation.

A document that is required under a listing rule to be filed, notified to a RIS, provided to the FCA or sent to security holders must be in English.

A reference to a copy (or copies) of a document in the listing rules includes a copy (or copies) of a document produced, recorded or stored using electronic means.

Where a listing rule requires an issuer subject to DTR 6.3.1R to use the services of a RIS, the issuer must comply with the provisions of DTR 6.3.

Where a listing rule requires an issuer that is not subject to DTR 6.3.1R to use the services of a RIS, the issuer must comply with the provisions of DTR 6.3, except in relation to information which is required to be disclosed under articles 17 and 19 of the Market Abuse Regulation or the DTR.