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UKLR 14.2 Requirements for listing

Incorporation

29/07/2024R

Shares in public hands

19/01/2026R
  1. (1)

     Where an applicant is applying for the admission of a class of equity shares to listing in the equity shares (international commercial companies secondary listing) category, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public.

  2. (2)

     For the purposes of paragraph (1):

    1. (a)

       a sufficient number of shares will be taken to have been distributed to the public when 10% of the shares which will be in issue when admission to listing becomes effective as set out in UKLR 20.2.7G are in public hands; and

    2. (b)

       treasury shares are not to be taken into consideration when calculating the number of shares of the class.

  3. (3)

     For the purposes of paragraphs (1) and (2), shares are not held in public hands if they are:

    1. (a)

       held, directly or indirectly, by:

      1. (i)

         a director of the applicant or of any of its subsidiary undertakings;

      2. (ii)

         a person connected with a director of the applicant or of any of its subsidiary undertakings;

      3. (iii)

         the trustees of any employees’ share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings;

      4. (iv)

         any person who, under any agreement, has a right to nominate a person to the board of directors of the applicant; or

      5. (v)

         any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class; or

    2. (b)

       subject to a lock-up period of more than 180 days.

29/07/2024G

When calculating the number of shares for the purposes of UKLR 14.2.2R(3)(a)(v), holdings of investment managers in the same group will be disregarded where:

  1. (1)

    investment decisions are made independently by the individual in control of the relevant fund; and

  2. (2)

    those decisions are unfettered by the group to which the investment manager belongs.

Place of central management and control

29/07/2024R

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.

29/07/2024G

The FCA may dispense with or modify UKLR 14.2.4R where an applicant’s place of central management and control is not situated in:

  1. (1)

    its country of incorporation; or

  2. (2)

    the country of its qualifying home listing,

including in circumstances where the FCA is satisfied that the issuer’s operational and governance arrangements are not intended to reduce, and do not have the effect of reducing, the FCA’s ability to monitor an issuer’s compliance with the listing rules, the disclosure requirements, transparency rules and corporate governance rules, as applicable.

Qualifying home listing

19/01/2026R

To be  admitted to listing, equity shares must:

  1. (1)

     have a qualifying home listing;

  2. (2)

     be capable of being traded on the market of the qualifying home listing; and

  3. (3)

     be in the same class as the equity shares admitted to trading pursuant to the qualifying home listing.

29/07/2024G

The FCA may require written confirmation from the board that the applicant is compliant, and has at all times complied, with the applicable rules of the market of the applicant’s qualifying home listing.

29/07/2024R

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.

29/07/2024G

If an applicant’s qualifying home listing is not in its country of incorporation, the FCA may require an explanation of the reasons for establishing that listing elsewhere.