UKLR 22.3 Reverse takeovers

If a listed company is proposing to enter into a transaction classified as a reverse takeover, it should consider UKLR 21.2.2G and UKLR 21.2.5G.

Where a listed company completes a reverse takeover, the FCA will seek to cancel the listing of an issuer’s equity shares unless the FCA is satisfied that circumstances exist such that cancellation is not required. The FCA will have regard to UKLR 21.2.1R and the individual circumstances of the case.

UKLR 22.3.6G sets out circumstances in which the FCA will generally be satisfied that a cancellation is not required.

The FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if:

1. (1)

   the target is listed with a different listing category from that of the listed company;

2. (2)

   the listed company wishes to transfer its listing to a different listing category in conjunction with the acquisition; and

3. (3)

   the listed company as enlarged by the relevant acquisition complies with the relevant requirements of UKLR 21.5 to transfer to a different listing category.

A listed company proposing to transfer its listing to the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category should consider its obligation to appoint a sponsor under UKLR 4.2.2R.