UKLR 15 Certificates representing certain securities (depositary receipts): requirements for listing and continuing obligations

1. (1)

   This chapter applies in respect of a listing of certificates representing certain securities, where the certificate represents a share in an overseas company.

2. (2)

   The chapter applies to:

   1. (a)

      a depositary; and

   2. (b)

      an issuer of the shares which are represented by certificates.

If an application is made for the admission of certificates representing certain securities, the issuer of the shares which the certificates represent is the issuer for the purpose of the listing rules and the application will be dealt with as if it were an application for the admission of the shares.

For certificates representing certain securities to be admitted to listing, an issuer of the shares which the certificates represent must comply with UKLR 15.2.3R to UKLR 15.2.7G.

An issuer must be:

1. (1)

   duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment; and

2. (2)

   operating in conformity with its constitution.

For the certificates to be admitted to listing , the shares which the certificates represent must:

1. (1)

    conform with the law of the issuer’s place of incorporation;

2. (2)

    be duly authorised according to the requirements of the issuer’s constitution; and

3. (3)

    have any necessary statutory or other consents.

1. (1)

    For the certificates to be admitted to listing, the shares which the certificates represent must be freely transferable.

2. (2)

    For the certificates to be admitted to listing, the shares which the certificates represent must be fully paid and free from all liens and from any restriction on the right of transfer (except any restriction imposed for failure to comply with a notice under section 793 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)).

For the certificates to be admitted to listing, the shares which the certificates represent must be admitted to trading on an overseas regulated, regularly operating, recognised open market.

Certificates representing equity securities of an investment entity will be admitted to listing only if the equity securities they represent are already listed or are the subject of an application for listing at the same time.

To be admitted to listing, the certificates representing certain securities must satisfy the requirements set out in UKLR 3.2.1AR to UKLR 3.2.10R. For this purpose, in those rules, references to securities are to be read as references to the certificates representing certain securities for which application for listing is made.

To be admitted to listing, the certificates representing certain securities must not impose obligations on the depositary that issues the certificates except to the extent necessary to protect the certificate holders’ rights to, and the transmission of entitlements of, the shares.

A depositary that issues certificates representing certain securities must maintain adequate arrangements to safeguard certificate holders’ rights to the shares to which the certificates relate, and to all rights relating to the shares and all money and benefits that it may receive in respect of them, subject only to payment of the remuneration and proper expenses of the issuer of the certificates.

An issuer of the equity shares which the certificates represent must comply with:

1. (1)

    the requirements of this section (UKLR 15.3);

2. (2) UKLR 3.2.4R(1) and UKLR 15.2.9R at all times in respect of its listed certificate representing certain securities;
3. (2A)UKLR 15.2.5R(1) and UKLR 15.2.8R at all times in respect of the equity shares which the listed certificates represent;

4. (3)

    the continuing obligations set out in UKLR 14.3 (Requirements with continuing application) (other than in UKLR 14.3.1R to UKLR 14.3.4R, UKLR 14.3.16R, UKLR 14.3.22R and UKLR 14.3.23R); and

5. (4)

    the obligations in articles 17 and 18 of the Market Abuse Regulation as if it were an issuer for the purposes of those obligations and the transparency rules, subject to article 22 of the Market Abuse Regulation.

For the purposes of UKLR 15.3.1R(3):

1. (1)

   a reference to complying with the obligations in UKLR 14.3 is to be read as a reference to complying with those obligations in respect of the certificates; and

2. (2)

   references to listed shares in UKLR 14.3.12R to UKLR 14.3.15R must be read as references to:

   1. (a)

      listed certificates representing the equity shares; and

   2. (b)

      the equity shares which the listed certificates represent.

1. (1)

   An issuer of the equity shares which the certificates represent must publish its annual report and annual accounts as soon as possible after they have been approved.

2. (2)

   An issuer of the equity shares which the certificates represent must approve and publish its annual report and accounts within 6 months of the end of the financial period to which they relate.

3. (3)

   The annual report and accounts must:

   1. (a)

      have been prepared in accordance with the issuer’s national law and, in all material respects, with national accounting standards or UK-adopted IFRS; and

   2. (b)

      have been independently audited and reported on, in accordance with:

      1. (i)

         the auditing standards applicable in the United Kingdom; or

      2. (ii)

         an equivalent auditing standard.

Prior to any change of the depositary of certificates representing certain securities, the new depositary must satisfy the FCA that it meets the requirements of UKLR 15.2.12R to UKLR 15.2.14R.

1. (1)

   An issuer of shares represented by listed certificates representing certain securities must notify a RIS of any change of depositary.

2. (2)

   The notification required by paragraph (1) must be made as soon as possible, and in any event by 7.30am on the business day following the change of depositary, and contain the following information:

   1. (a)

      the name, registered office and principal administrative establishment, if different from the registered office of the depositary;

   2. (b)

      the date of incorporation and length of life of the depositary, except where indefinite;

   3. (c)

      the legislation under which the depositary operates and the legal form which it has adopted under the legislation; and

   4. (d)

      any changes to the information regarding the certificates representing certain securities.

An issuer must comply with the requirements in UKLR 9.4.18R (Temporary documents of title (including renounceable documents)) and UKLR 9.4.19R (Definitive documents of title) so far as relevant to certificates representing equity securities.

UKLR 14.4 (Reverse takeovers) applies to an issuer of the shares which the certificates represent.