UKLR 18.3 Continuing obligations

An issuer that has only securitised derivatives listed is subject to the continuing obligations set out in this chapter.

An issuer that has both securitised derivatives and other securities listed is subject to the continuing obligations set out in this chapter and the continuing obligations that are applicable to the other securities so listed.

If an issue is guaranteed by an unlisted company, an issuer must submit the guarantor’s accounts to the FCA.

1. (1)

   An issuer must ensure that appropriate settlement arrangements for its listed securitised derivatives are in place.

2. (2)

   Listed securitised derivatives must be eligible for electronic settlement, which includes settlement by a relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755).

An issuer must comply with the obligations referred to under 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 compliance with the transparency rules, the FCA considers that an issuer of securitised derivatives should comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer of debt securities as defined in the transparency rules.

Unless exempted in UKLR 18.3.13R, 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 securitised derivatives;

   2. (b)

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

   3. (c)

       a document describing:

      1. (i)

          the rights attached to its listed securitised derivatives;

      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 company been required to produce a prospectus for those listed securitised derivatives; and

2. (2)

    if the information in relation to the rights attached to its listed securitised derivatives set out in the document previously forwarded in accordance with paragraph (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 paragraph (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 securitised derivatives.

The documents in UKLR 18.3.10R must be forwarded to the FCA for publication by uploading them to the national storage mechanism.

An issuer is exempt from UKLR 18.3.10R where:

1. (1)

   it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 18.3.10R(1);

2. (2)

   if the information in relation to the rights attached to its listed securitised derivatives set out in the document previously forwarded or filed in accordance with paragraph (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 18.3.10R(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 securitised derivatives; and

3. (3)

   the documents in paragraph (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 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 securitised derivatives.