FCA Handbook - UKLR 20 Admission to listing: processes and procedures

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UKLR 20.1 Application

This chapter applies to an applicant.

UKLR 20.2 Application for admission to listing

Method of application

An applicant must apply to the FCA for admission to listing by:

(1)
submitting, in final form:
1. (a)
  the document described in UKLR 20.3 in the case of an applicant which is making an application for admission for the first time;
2. (b)
  the documents described in UKLR 20.4 in the case of an application in respect of shares; and
3. (c)
  the documents described in UKLR 20.5 in the case of an application in respect of debt securities or other securities;
4. (d)
  [deleted]
(2)
submitting all additional documents, explanations and information as required by the FCA;
(3)
submitting verification of any information in such manner as the FCA may specify; and
(4)
paying the fee set out in FEES 3 by the required date.

An application for admission to listing of securities must relate to all securities of a class which have been issued and which may be issued in the future.

Before submitting the documents referred to in UKLR 20.2.2R(1), an applicant should contact the FCA to agree the date on which the FCA will consider the application.

All documents must be submitted to Issuer Management at the FCA’s address.

Grant of an application for admission to listing

The FCA will grant the applicant's application for admission to listing and admit securities to listing if all relevant documents required by UKLR 20.2.2R have been submitted to the FCA.

When considering an application for admission to listing, the FCA may:

(1)
carry out any enquiries and request any further information which it considers appropriate, including consulting with other regulators or exchanges;
(2)
request that an applicant, or its specified representative, answer questions and explain any matter the FCA considers relevant to the application for listing;
(3)
take into account any information which it considers appropriate in relation to the application for listing;
(4)
request that any information provided by the applicant be verified in such manner as the FCA may specify;
(5)
impose any additional conditions on the applicant as the FCA considers appropriate; and
(6)
take into account any concerns the FCA may have that the applicant has not responded satisfactorily to any queries by the FCA or has not been open and cooperative in its dealings with the FCA.

The admission to listing becomes effective only when the FCA’s decision to admit the securities to listing has been announced by being either:

(1)
disseminated by a RIS; or
(2)
posted on a noticeboard designated by the FCA, should the electronic systems be unavailable.

UKLR 20.3 All securities

Board confirmation

(1)
Where an applicant is making an application for admission for the first time, the applicant must provide confirmation from the board that the applicant has taken reasonable steps to establish adequate procedures, systems and controls to enable it to comply with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules following admission.
(2)
The board confirmation in (1) must be provided using the Procedures, Systems and Controls Confirmation form.

[Note: The Procedures, Systems and Controls Confirmation Form can be found on the Primary Markets section of the FCA’s website.]

An applicant must provide the board confirmation required under UKLR 20.3.1R on the first occasion on which it makes an application for an admission of securities to listing. Accordingly, a listed company is not required to provide the board confirmation where it makes an application for the admission of securities of a new class at a later date.

The FCA will not grant an application for admission if an issuer is unable to provide the board confirmation required under UKLR 20.3.1R. When considering an application for admission, the FCA would expect the applicant to be able to demonstrate its readiness to comply with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules following admission.

UKLR 20.4 Shares

Application

UKLR 20.4.2R to UKLR 20.4.4R apply to an applicant which is applying for a listing of its shares except for preference shares that are specialist securities.

Documents to be provided 2 business days in advance

The following documents must be submitted, in final form, to the FCA by midday 2 business days before the FCA is to consider the application:

(1)
a completed Application for Admission of Securities to the Official List;
(2)
the prospectus that has been approved by the FCA;
(3)
any circular that has been published in connection with the application, if applicable;
(4)
any approved supplementary prospectus, if applicable;
(5)
[deleted]
(6)
if a prospectus has not been produced, a copy of the RIS announcement detailing the type of shares that are the subject of the application and the circumstances of their issue; and
(7)
written confirmation of:
1. (a)
  1. (i)
    the contact details of at least 2 of its executive directors (or, where the issuer has no executive directors, at least 2 of its directors); or
  2. (ii)
    where the issuer has only 1 executive director or has only 1 director, the contact details of that director,
    as required under UKLR 1.3.5R;
2. (b)
  the contact details of a nominated person at the issuer as required under UKLR 1.3.7R and UKLR 1.3.8R; and
3. (c)
  the contact details of appropriate persons nominated by the issuer to act as the first point of contact with the FCA in relation to the issuer’s compliance with the listing rules, the disclosure requirements and the transparency rules following admission under UKLR 6, UKLR 11, UKLR 12, UKLR 13, UKLR 14 or UKLR 16 (as appropriate).
[Note: The Application for Admission of Securities to the Official List form can be found on the Primary Markets section of the FCA’s website.]

If a prospectus has not been produced, the Application for Admission of Securities to the Official List must contain confirmation that a prospectus is not required and details of the reasons why they are not required.

Documents to be provided on the day

A completed Shareholder Statement, signed by a sponsor (if a sponsor is required under UKLR 4) or by a duly authorised officer of the applicant (if a sponsor is not required under UKLR 4), must be submitted, in final form, to the FCA before 9am on the day the FCA is to consider the application.

[Note: The Shareholder Statement form can be found on the Primary Markets section of the FCA’s website.]

UKLR 20.5 Debt and other securities

Application – debt securities etc

UKLR 20.5.4R to UKLR 20.5.7R apply to an applicant that is seeking admission of any of the following types of securities:

(1)
debt securities;
(2)
asset backed securities;
(3)
certificates representing certain securities;
(4)
convertible securities;
(5)
miscellaneous securities;
(6)
preference shares that are specialist securities; and
(7)
securitised derivatives.

Application – issuance programmes

UKLR 20.5.10R to UKLR 20.5.12R apply to an applicant for the admission of an issuance programme in respect of any of the following types of securities:

(1)
debt securities;
(2)
asset backed securities;
(3)
miscellaneous securities;
(4)
securitised derivatives; and
(5)
certificates representing certain securities.

Application – public sector issuers

UKLR 20.5.13R to UKLR 20.5.18R apply to an applicant that is a public sector issuer.

An applicant must submit, in final form, to the FCA by midday 2 business days before the FCA is to consider the application:

(1)
a completed Application for Admission of Securities to the Official List;
(2)
the prospectus that has been approved by the FCA;
(3)
any approved supplementary prospectus, if applicable; and
(4)
[deleted]
(5)
written confirmation of:
1. (a)
  1. (i)
    the contact details of at least 2 of its executive directors (or, where the issuer has no executive directors, at least 2 of its directors); or
  2. (ii)
    where the issuer has only 1 executive director or has only 1 director, the contact details of that director,
  as required under UKLR 1.3.5R; and
2. (b)
  the contact details of a nominated person at the issuer as required under UKLR 1.3.7R and UKLR 1.3.8R.

[Note: The Application for Admission of Securities to the Official List form can be found on the Primary Markets section of the FCA’s website.]

Documents to be provided: supplementary obligation for certificates representing certain securities

An applicant for admission of certificates representing certain securities must submit a letter to the FCA setting out how it satisfies the requirements in UKLR 3 (Requirements for listing: all securities) and UKLR 15.2 (Requirements for listing) no later than when the first draft of a prospectus for the certificates is submitted or, if the FCA is not approving a prospectus, at a time agreed with the FCA.

Procedure for issuance programmes: initial offering and increase to programme size

An applicant must comply with UKLR 20.5.4R and UKLR 20.5.6R with the following modifications:

(1)
if the FCA approves the application, it will admit to listing all securities in a class of securities which may be issued under the programme within 12 months after the publication of the base prospectus, subject to the FCA:
1. (a)
  being advised of the final terms of the class of securities for which admission to listing is sought; and
2. (b)
  receiving and approving for publication any supplementary documents that may be appropriate; and
(2)
an applicant must submit a supplementary prospectus instead of the document required by UKLR 20.5.4R(2) in the case of an increase in the maximum amount of securities which may be in issue and listed at any one time under an issuance programme.

When further securities which are in the same class as securities which are listed are issued, an issuer may be required under PRM 2.3.9R(2) to file the final terms in respect of those securities with the FCA.

Issuance programmes: final terms

(1)
The final terms must be submitted in writing to the FCA as soon as possible after they have been agreed and no later than 2pm on the day before listing is to become effective.
(2)
The final terms may be submitted by:
1. (a)
  the applicant; or
2. (b)
  a duly authorised officer of the applicant.
[Note: For further details on final terms, see PRM 2.3.7R to PRM 2.3.10R.]

Exempt public sector issuers

An issuer that seeks admission of debt securities referred to in PRM 1.3.1R(2), PRM 1.3.1R(3) and PRM 1.3.1R(4) must submit to the FCA in final form a completed Application for Admission of Securities to the Official List.

[Note: The Application for Admission of Securities to the Official List form can be found on the Primary Markets section of the FCA’s website.]

An application referred to in UKLR 20.5.13R should be made in accordance with the timetable referred to in UKLR 20.5.12R.

An issuer referred to in UKLR 20.5.13R that is not required to produce a prospectus must confirm on its application form that no prospectus is required.

Apart from UKLR 20.5.13R, UKLR 20.5.14G and UKLR 20.5.15G, no other provisions in UKLR 20.5 apply to the admission of debt securities referred to in PRM 1.3.1R(2), PRM 1.3.1R(3) and PRM 1.3.1R(4).

Other public sector issuers

UKLR 20.5.10R, UKLR 20.5.12R and UKLR 20.5.18R apply to applications for admission to listing of debt securities by a public sector issuer other than one referred to in UKLR 20.5.13R.

An applicant referred to in UKLR 20.5.17R must submit the items set out in UKLR 20.5.4R to the FCA in final form by midday 2 business days before the FCA is to consider the application.