UKLR 21.5 Transfer between listing categories

This section applies to an issuer that wishes to transfer the category of its listing from:

1. (1)

   the equity shares (international commercial companies secondary listing) category to the equity shares (commercial companies) category;

2. (2)

   the equity shares (transition) category to the equity shares (commercial companies) category;

3. (3)

   the equity shares (international commercial companies secondary listing) category to the closed-ended investment funds category;

4. (4)

   the equity shares (transition) category to the closed-ended investment funds category;

5. (5)

   the equity shares (international commercial companies secondary listing) category to the open-ended investment companies category;

6. (6)

   the equity shares (transition) category to the open-ended investment companies category;

7. (7)

   the open-ended investment companies category to the equity shares (international commercial companies secondary listing) category;

8. (8)

   the open-ended investment companies category to the equity shares (commercial companies) category;

9. (9)

   the equity shares (commercial companies) category to the equity shares (international commercial companies secondary listing) category;

10. (10)

    the equity shares (commercial companies) category to the equity shares (shell companies) category;

11. (11)

    the equity shares (commercial companies) category to the closed-ended investment funds category;

12. (12)

    the equity shares (commercial companies) category to the open-ended investment companies category;

13. (13)

    the closed-ended investment funds category to the equity shares (commercial companies) category;

14. (14)

    the closed-ended investment funds category to the equity shares (international commercial companies secondary listing) category;

15. (15)

    the equity shares (transition) category to the equity shares (international commercial companies secondary listing) category;

16. (16)

    the equity shares (transition) category to the equity shares (shell companies) category; or

17. (17)

    the equity shares (international commercial companies secondary listing) category to the equity shares (shell companies) category.

1. (1)

   If an issuer wishes to transfer the category of its listing, it must notify the FCA of the proposal.

2. (2)

   The notification must be made as early as possible and in any event not less than 20 business days before it sends the circular required under UKLR 21.5.6R(2)(a) or publishes the announcement required under UKLR 21.5.7R(2).

3. (3)

   The notification must include:

   1. (a)

      an explanation of why the issuer is seeking the transfer;

   2. (b)

      if a sponsor’s letter is not required under UKLR 24.3.12R, an eligibility letter setting out how the issuer satisfies each listing rule requirement relevant to the category of listing to which it wishes to transfer;

   3. (c)

      a proposed timetable for the transfer; and

   4. (d)

      if an announcement is required to be published under UKLR 21.5.7R(2), a draft of that announcement.

1. (1)

   This rule applies to a transfer of the listing of:

   1. (a)

      equity shares out of the closed-ended investment funds category; or

   2. (b)

      equity shares out of the equity shares (commercial companies) category.

2. (2)

   The issuer must:

   1. (a)

      send a circular to the holders of the equity shares;

   2. (b)

      notify a RIS, at the same time as the circular is despatched to the relevant holders of the equity shares, of the intended transfer and of the notice period and meeting date; and

   3. (c)

      notify a RIS of the passing of the resolution required under (3) below.

3. (3)

   In the case of:

   1. (a)

      a transfer of the listing of equity shares out of the closed-ended investment funds category, the issuer must obtain at a general meeting the prior approval of a resolution for the transfer from a majority of not less than 75% of the votes attaching to the shares voted on the resolution; or

   2. (b)

      a transfer of equity shares out of the equity shares (commercial companies) category, the issuer must obtain at a general meeting the prior approval of a resolution for the transfer from:

      1. (i)

         a majority of not less than 75% of the votes attaching to the shares voted on the resolution; and

      2. (ii)

         where an issuer has a controlling shareholder, a majority of the votes attaching to the shares of independent shareholders voted on the resolution.

1. (1)

   This rule applies to any transfer of a listing of equity shares other than a transfer referred to in UKLR 21.5.6R(1).

2. (2)

   The issuer must publish an announcement on a RIS giving notice of its intention to transfer its listing category.

The circular referred to in UKLR 21.5.6R must:

1. (1)

   comply with the requirements of UKLR 10.1, UKLR 10.2 and UKLR 10.3;

2. (2)

   be approved by the FCA before it is circulated or published; and

3. (3)

   include the anticipated transfer date (which must be not less than 20 business days after the passing of the resolution under UKLR 21.5.6R).

The announcement referred to in UKLR 21.5.7R(2) must:

1. (1)

   contain the same substantive information as would be required under UKLR 10.1 and UKLR 10.3 if it were a circular but modified as necessary so it is clear that no vote of holders of the relevant securities is required; and

2. (2)

   include the anticipated transfer date (which must be not less than 20 business days after the date the announcement is published).

In the case of a transfer of the listing of equity shares into the equity shares (commercial companies) category, where:

1. (1)

   the issuer is a sovereign controlled commercial company; and

2. (2)

   the State which is a sovereign controlling shareholder is either:

   1. (a)

      recognised by the government of the UK as a State at the time the announcement is made; or

   2. (b)

      the UK,

   the announcement referred to in UKLR 21.5.7R(2) must include the information specified in UKLR 6.4.19R.

The announcement must be approved by the FCA before it is published.

If an issuer has initially notified the FCA under UKLR 21.5.5R, it may apply to the FCA to transfer the listing of its securities from one category to another. The application must include:

1. (1)

   the issuer’s name;

2. (2)

   details of the securities to which the transfer relates;

3. (3)

   the date on which the issuer wishes the transfer to take effect;

4. (4)

   a copy of any circular, announcement or other document on which the issuer is relying;

5. (5)

   if relevant, evidence of any resolution required under UKLR 21.5.6R;

6. (6)

   if an agent is making the application on the issuer’s behalf, confirmation that the agent has the issuer’s authority to do so;

7. (7)

   the name and contact details of the person at the issuer (or, if appropriate, an agent) with whom the FCA should liaise in relation to the application; and

8. (8)

   a copy of any announcement the issuer proposes to notify to a RIS, informing the market that the transfer has taken place.

1. (1)

    An issuer applying for a transfer of its securities must comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities to the category of listing to which it wishes to transfer.

2. (2)

    For the purposes of applying the eligibility requirements referred to in (1) to a transfer, unless the context otherwise requires, a reference in such a requirement:

   1. (a)

       to the admission of securities is to be taken to be a reference to the transfer of the securities; and

   2. (b)

       to a prospectus is to be taken to be a reference to the circular or announcement.

If an issuer applies for a transfer under UKLR 21.5.13R, the FCA may approve the transfer if it is satisfied that:

1. (1)

   the issuer has complied with UKLR 21.5.6R or UKLR 21.5.7R (whichever is relevant);

2. (2)

   the 20-business day period referred to in UKLR 21.5.8R or UKLR 21.5.9R (whichever is relevant) has elapsed; and

3. (3)

   the issuer and the securities will comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities to the category of listing to which it wishes to transfer.

1. (1)

   If the FCA approves a transfer of a listing, it must announce its decision on a RIS.

2. (2)

   The transfer becomes effective when the FCA’s decision to approve is announced on the RIS.

3. (3)

   The issuer must continue to comply with the requirements of its existing category of listing until the decision is announced on the RIS.

4. (4)

   After the decision is announced, the issuer must comply with the requirements of the category of listing to which it has transferred.