UKLR 19 Warrants, options and other miscellaneous securities: continuing obligations

This chapter applies to an issuer of miscellaneous securities.

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

An issuer that has both miscellaneous securities 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.

1. (1)

    An issuer must at all times have miscellaneous securities admitted to trading that are in the class of miscellaneous securities which are listed under UKLR 19. 

2. (2)

    An issuer must inform the FCA in writing as soon as possible if it has:

   1. (a)

       [deleted]

   2. (b)

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

   3. (c)

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

An issuer with listed miscellaneous securities must comply with UKLR 3.2.12R at all times.

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.

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 19.2.11R, 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 miscellaneous securities;

   2. (b)

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

   3. (c)

       a document describing:

      1. (i)

          the rights attached to its listed miscellaneous 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 miscellaneous securities; and

2. (2)

    if the information in relation to the rights attached to its listed miscellaneous securities 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 miscellaneous securities.

The documents in UKLR 19.2.8R must be forwarded to the FCA for publication by uploading them to the national storage mechanism.

An issuer is exempt from UKLR 19.2.8R where:

1. (1)

   it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 19.2.8R(1);

2. (2)

   if the information in relation to the rights attached to its listed miscellaneous securities 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 19.2.8R(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 miscellaneous securities; and

3. (3)

   the documents in paragraphs (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 miscellaneous securities.

An issuer must submit to the FCA a copy of any document required by UKLR 19.3.2R and UKLR 19.3.3R at the same time as the document is issued, by uploading it to the national storage mechanism.

An issuer must notify a RIS of all notices to holders of listed miscellaneous securities no later than the date of despatch or publication.

An issuer must notify a RIS of any adjustment or modification it makes to a miscellaneous security as a result of any change to a security over which the listed miscellaneous security carries a right to buy or subscribe.

An issuer must inform the FCA immediately if it becomes aware that any security over which the listed miscellaneous security carries a right to buy or subscribe that is listed or traded outside the United Kingdom has been suspended.