UKLR 15.3 Continuing obligations

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.