UKLR 17 Debt and debt-like securities: continuing obligations

This chapter applies to an issuer of any of the following types of securities:

1. (1)

   debt securities;

2. (2)

   asset backed securities;

3. (3)

   certificates representing debt securities; and

4. (4)

   specialist securities of the following types:

   1. (a)

      convertible securities which convert to debt securities;

   2. (b)

      convertible securities which convert to equity securities;

   3. (c)

      convertible securities which are exchangeable for securities of another company; and

   4. (d)

      preference shares.

1. (1)

   An issuer must forward to the FCA, for publication, a copy of any document required by UKLR 17.2 at the same time the document is issued, by uploading it to the national storage mechanism.

2. (2)

   An issuer must notify a RIS as soon as possible when a document has been forwarded to the FCA under (1) unless the full text of the document is provided to the RIS.

3. (3)

   A notification made under (2) must set out where copies of the relevant document can be obtained.

1. (1)

    An issuer must at all times have securitiesadmitted to trading that are in the class of securities which are listed under UKLR 17 .

2. (2)

    An issuer must inform the FCA in writing without delay if it has:

   1. (a)

       [deleted]

   2. (b)

       requested a RIE to cancel or suspend trading of any of its listed securities; or

   3. (c)

       been informed by a RIE that the trading of any of its listed securities will be cancelled or suspended.

UKLR 17.2.4R to UKLR 17.2.6R apply to an issuer that is not already required to comply with DTR 4.

1. (1)

   An issuer must publish its annual report and annual accounts as soon as possible after they have been approved.

2. (2)

   An issuer 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.

An issuer that meets the following criteria is not required to comply with UKLR 17.2.4R:

1. (1)

   the issuer is an issuer of asset backed securities and would, if it were a debt issuer to which DTR 4 applied, be relieved of the obligations to draw up and publish annual and half-yearly financial reports in accordance with DTR 4.4.2R, provided the issuer is not otherwise required to comply with any other requirement for the publication of annual reports and accounts; or

2. (2)
   1. (a)

      the issuer:

      1. (i)

         is a wholly owned subsidiary of a listed company;

      2. (ii)

         issues listed securities that are unconditionally and irrevocably guaranteed by the issuer’s listed holding company or equivalent arrangements are in place;

      3. (iii)

         is included in the consolidated accounts of its listed holding company; and

      4. (iv)

         is not required to comply with any other requirement for the preparation of annual report and accounts; and

   2. (b)

      non-publication of the issuer’s accounts would not be likely to mislead the public with regard to facts and circumstances that are essential for assessing the securities.

An issuer that is not already required to comply with the obligations under articles 17 and 18 of the Market Abuse Regulation must comply with those obligations as if it were an issuer for the purposes of articles 17 and 18 of the Market Abuse Regulation and the transparency rules, subject to article 22 of the Market Abuse Regulation.

An issuer that is not already required to comply with the transparency rules must comply with DTR 6.3 as if it were an issuer for the purposes of the transparency rules.

Unless exempted in UKLR 17.2.14R, an issuer 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 securities;

   2. (b)

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

   3. (c)

       a document describing:

      1. (i)

          the rights attached to its listed securities;

      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 issuer been required to produce a prospectus for those listed securities; and

2. (2)

    if the information in relation to the rights attached to its listed securities 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 issuer’s listed securities.

The documents in UKLR 17.2.11R must be forwarded to the FCA for publication by uploading them to the national storage mechanism.

An issuer is exempt from UKLR 17.2.11R where:

1. (1)

   it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 17.2.11R(1);

2. (2)

   if the information in relation to the rights attached to its listed securities 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 17.2.11R(1); or

   2. (b)

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

An issuer must ensure that any circular it issues to holders of its listed securities about proposed amendments to a trust deed includes:

1. (1)

   an explanation of the effect of the proposed amendments; and

2. (2)

   either the full terms of the proposed amendments, or a statement that they will be available for inspection:

   1. (a)

      at the place of the general meeting for at least 15 minutes before and during the meeting; and

   2. (b)

      on the national storage mechanism.

1. (1)

   An issuer must ensure that any circular it issues to holders of its listed securities relating to a resolution proposing to redeem listed securities before their due date for redemption includes:

   1. (a)

      an explanation of the reasons for the early redemption;

   2. (b)

      a statement of the market values for the securities on the first dealing day in each of the 6 months before the date of the circular and on the latest practicable date before sending the circular;

   3. (c)

      a statement of any interests of any director in the securities;

   4. (d)

      if there is a trustee, or other representative, of the holders of the securities to be redeemed, a statement that the trustee, or other representative, has given its consent to the issue of the circular or stated that it has no objection to the resolution being put to a meeting of the securities holders;

   5. (e)

      the timetable for redemption; and

   6. (f)

      an explanation of the procedure to be followed by the securities holders.

2. (2)

   The circular must not contain specific advice about whether or not to accept the proposal for redemption.

3. (3)

   The timetable for redemption in the circular must have been approved by the RIE on which the listed securities are traded.

An issuer must ensure that any definitive document of title for a security (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraph (5)):

1. (1)

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

2. (2)

   the number or amount of securities 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 security 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 security is transferable; and

5. (5)

   the interest payable and the interest payment dates and, on the reverse (with reference shown on the face), an easily legible summary of the rights as to redemption or repayment and (where applicable) conversion.

In the case of debt securities guaranteed by another company, an issuer must submit to the FCA the annual report and accounts of the company that is providing the guarantee unless that company is listed or adequate information is otherwise available.

In the case of convertible securities which are exchangeable for securities of another company, an issuer must submit to the FCA the annual report and accounts of that other company unless that company is listed or adequate information is otherwise available.

Where an issuer proposes to issue further debt securities that are:

1. (1)

   backed by the same assets; and

2. (2)

   not fungible with existing classes of debt securities; or

3. (4)

   not subordinated to existing classes of debt securities,

the issuer must inform the holders of the existing classes of debt securities.

This chapter does not apply to a state, a regional or local authority or a public international body with listed debt securities except that such an issuer must comply with UKLR 17.2.2R (Admission to trading) and UKLR 17.3.2R (Compliance with transparency rules).

1. (1)

   This rule applies to a state, a regional or local authority and a public international body with listed debt securities.

2. (2)

   An issuer referred to in (1) that is not already required to comply with the transparency rules must comply with:

   1. (a)

      DTR 5.6.3R (Disclosures by issuers);

   2. (b)

      DTR 6.1.3R(2) (Equality of treatment);

   3. (c)

      DTR 6.2 (Filing information and use of language); and

   4. (d)

      DTR 6.3 (Dissemination of information).