UKLR 14 Equity shares (international commercial companies secondary listing): requirements for listing and continuing obligations

This chapter applies to a company with, or applying for, a listing of equity shares in the equity shares (international commercial companies secondary listing) category, other than those of:

1. (1)

   a closed-ended investment fund;

2. (2)

   an open-ended investment company;

3. (3)

   a shell company; or

4. (4)

   an investment entity that is not a closed-ended investment fund or an open-ended investment company.

An applicant (other than an overseas public sector issuer) must be an overseas company.

An applicant’s place of central management and control must be situated in:

1. (1)

   its country of incorporation; or

2. (2)

   the country of its qualifying home listing.

The FCA will not admit equity shares to the equity shares (international commercial companies secondary listing) category that are not listed either in the applicant’s country of incorporation or in the country in which a majority of the applicant’s equity shares are held, unless the FCA is satisfied that the absence of the listing is not due to the need to protect investors.

A listed company must comply with the applicable rules of the market of its qualifying home listing at all times.

A listed company must notify the FCA as soon as possible if it no longer complies with the continuing obligations set out in UKLR 14.3.1R, UKLR 14.3.1AR or UKLR 14.3.2R.

A listed company must notify the FCA as early as possible if its qualifying home listing has been suspended, cancelled or restored to discuss whether a suspension, cancellation or restoration of listing under UKLR 21 is appropriate.

A listed company must forward to the FCA, for publication, by uploading to the national storage mechanism, a copy of:

1. (1)

   all circulars, notices, reports or other documents to which the listing rules apply, at the same time as any such documents are issued; and

2. (2)

   all resolutions passed by the company, other than resolutions concerning ordinary business at an annual general meeting, as soon as possible after the relevant general meeting.

1. (1)

   A listed company must notify a RIS as soon as possible when a document has been forwarded to the FCA under UKLR 14.3.6R unless the full text of the document is provided to the RIS.

2. (2)

   A notification made under (1) must set out where copies of the relevant document can be obtained.

A listed company must ensure that the FCA is provided with up-to-date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the company’s compliance with the listing rules, the disclosure requirements and the transparency rules, as applicable.

A listed company must ensure that any temporary document of title (other than one issued in global form) for a share:

1. (1)

    is serially numbered;

2. (2)

    states, where applicable:

   1. (a)

       the name and address of the first holder and the names of joint holders (if any);

   2. (b)

       the pro rata entitlement;

   3. (c)

       the last date on which transfers were or will be accepted for registration for participation in the issue;

   4. (d)

       how the shares rank for dividend or interest;

   5. (e)

       the nature of the document of title and the proposed date of issue;

   6. (f)

       how fractions (if any) are to be treated; and

   7. (g)

       for a rights issue, the time, being not less than 10 business days calculated in accordance with UKLR 9.4.6R, in which the offer may be accepted, and how shares not taken up will be dealt with; and

3. (3)

    if renounceable:

   1. (a)

       states in a heading that the document is of value and negotiable;

   2. (b)

       advises holders of shares who are in any doubt as to what action to take to consult appropriate independent advisers immediately;

   3. (c)

       states that where all of the shares have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser;

   4. (d)

       has the form of renunciation and the registration instructions printed on the back of, or attached to, the document;

   5. (e)

       includes provision for splitting (without fee) and for split documents to be certified by an official of the company or authorised agent;

   6. (f)

       provides for the last day for renunciation to be the second business day after the last day for splitting; and

   7. (g)

       if, at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash.

A listed company must ensure that any definitive document of title for a share (other than a bearer security) includes the following matters on its face (or on the reverse in the case of (6)):

1. (1)

   the authority under which the company is constituted and the country of incorporation and registered number (if any);

2. (2)

   the number or amount of shares the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);

3. (3)

   a footnote stating that no transfer of the share or any portion of it represented by the certificate can be registered without production of the certificate;

4. (4)

   if applicable, the minimum amount and multiples thereof in which the share is transferable;

5. (5)

   the date of the certificate; and

6. (6)

   for shares with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion.

Unless exempted in UKLR 14.3.15R , a listed company must:

1. (1)

    forward to the FCA for publication a copy of one or more of the following:

   1. (a)

       the approved prospectus or listing particulars for its listed shares;

   2. (b)

       the relevant agreement or document setting out the terms and conditions on which its listed shares were issued; or

   3. (c)

       a document describing:

      1. (i)

          the rights attached to its listed shares;

      2. (ii)

          limitations on such rights; and

      3. (iii)

          the procedure for the exercise of such rights,

      produced in accordance with the relevant Annex in PRM App 2 that would have applied had the listed company been required to produce a prospectus for those listed shares; and

2. (2)

    if the information in relation to the rights attached to its listed shares set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following:

   1. (a)

       a new document in accordance with (1); or

   2. (b)

       a document describing or setting out the changes which have occurred in relation to the rights attached to the company’s listed shares.

The documents in UKLR 14.3.12R must be forwarded to the FCA for publication by uploading them to the national storage mechanism.

A listed company is exempt from UKLR 14.3.12R where:

1. (1)

   it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 14.3.12R(1);

2. (2)

   if the information in relation to the rights attached to its listed shares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following:

   1. (a)

      one of the documents specified in UKLR 14.3.12R(1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the company’s listed shares; and

3. (3)

   the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by:

   1. (a)

      forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or

   2. (b)

      uploading them to the national storage mechanism.

A listed company must appoint a registrar in the United Kingdom if:

1. (1)

   there are 200 or more holders resident in the United Kingdom; or

2. (2)

   10% or more of the shares are held by persons resident in the United Kingdom.

A listed company must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital:

1. (1)

   any proposed change in its capital structure, including the structure of its listed debt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress;

2. (2)

   any redemption of listed shares, including details of the number of shares redeemed and the number of shares of that class outstanding following the redemption;

3. (3)

   any extension of time granted for the currency of temporary documents of title; and

4. (4)

   the results of any new issue of listed equity securities or of a public offering of existing shares or other equity securities.

Where the shares are subject to an underwriting agreement, a listed company may, at its discretion and subject to the disclosure requirements and contents of DTR 2, delay notifying a RIS as required by UKLR 14.3.17R(4) for up to 2 business days until the obligation by the underwriter to take or procure others to take shares is finally determined or lapses. In the case of an issue or offer of shares which is not underwritten, notification of the result must be made as soon as it is known.

A listed company that is not already required to comply with the transparency rules must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.

A listed company that is not already required to comply with DTR 7.2 (Corporate governance statements) must comply with DTR 7.2 as if it were an issuer to which that section applies.

A listed company that is not already required to comply with DTR 7.3 (Related party transactions) must comply with DTR 7.3 as if it were an issuer to which DTR 7.3 applies, subject to the modifications set out in UKLR 14.3.23R.

In addition to the requirements set out in DTR 4.1, a listed company must include a statement in its annual financial report, setting out:

1. (1)

   whether the listed company has included in its annual financial report climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures;

2. (2)

   in cases where the listed company has:

   1. (a)

      made climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, but has included some or all of these disclosures in a document other than the annual financial report:

      1. (i)

         the recommendations and/or recommended disclosures for which it has included disclosures in that other document;

      2. (ii)

         a description of that document and where it can be found; and

      3. (iii)

         the reasons for including the relevant disclosures in that document and not in the annual financial report; or

   2. (b)

      not included climate-related financial disclosures consistent with all of the TCFD Recommendations and Recommended Disclosures in either its annual financial report or other document as referred to in (a):

      1. (i)

         the recommendations and/or recommended disclosures for which it has not included such disclosures;

      2. (ii)

         the reasons for not including such disclosures; and

      3. (iii)

         any steps it is taking or plans to take in order to be able to make those disclosures in the future, and the timeframe within which it expects to be able to make those disclosures; and

3. (3)

   where in its annual financial report or (where appropriate) other document the climate-related financial disclosures referred to in (1) can be found.

In addition to the requirements set out in DTR 4.1, a listed company must include in its annual financial report:

1. (1)

   a statement setting out:

   1. (a)

      whether the listed company has met the following targets on board diversity as at a chosen reference date within its accounting period:

      1. (i)

         at least 40% of the individuals on its board of directors are women;

      2. (ii)

         at least one of the following senior positions on its board of directors is held by a woman:

         1. (A)

            the chair;

         2. (B)

            the chief executive;

         3. (C)

            the senior independent director; or

         4. (D)

            the chief financial officer; and

      3. (iii)

         at least one individual on its board of directors is from a minority ethnic background;

   2. (b)

      in cases where the listed company has not met all of the targets in (a):

      1. (i)

         the targets it has not met; and

      2. (ii)

         the reasons for not meeting those targets;

   3. (c)

      the reference date used for the purposes of (a) and, where this is different from the reference date used for the purposes of reporting this information in respect of the previous accounting period, an explanation as to why; and

   4. (d)

      any changes to the board that have occurred between the reference date used for the purposes of (a) and the date on which the annual financial report is approved that have affected the listed company’s ability to meet one or more of the targets in (a);

2. (2)

   subject to UKLR 14.3.31R, numerical data on the ethnic background and the gender identity or sex of the individuals on the listed company’s board and in its executive management as at the reference date used for the purposes of UKLR 14.3.30R(1)(a), which should be set out in the format of the tables contained in UKLR 14 Annex 1 and contain the information prescribed by those tables; and

3. (3)

   an explanation of the listed company’s approach to collecting the data used for the purposes of making the disclosures in UKLR 14.3.30R(1) and (2).

In relation to UKLR 14.3.30R(2), where individuals on a listed company’s board or in its executive management are situated overseas, and data protection laws in that jurisdiction prevent the collection or publication of some or all of the personal data required to be disclosed under that provision, a listed company may instead explain the extent to which it is unable to make the relevant disclosures.

Where the listed company’s listing is cancelled following completion of a reverse takeover, the issuer must re-apply for the listing of the equity shares.

A listed company or, where a sponsor has been appointed in accordance with UKLR 4.2.2R, a sponsor on behalf of a listed company must contact the FCA as early as possible:

1. (1)

   before a reverse takeover which has been agreed or is in contemplation is announced; or

2. (2)

   where details of the reverse takeover have leaked,

to discuss whether a cancellation of listing is appropriate on completion of the reverse takeover.