A sponsor must, in relation to a sponsor service:
(1)
provide assurance to the FCA, when required, that the applicable requirements of the issuer with a listing of equity shares or applying for admission of its equity shares under the listing rules and the rules in PRM have been met;
(2)
provide to the FCA any explanation or confirmation in such form and within such time limit as the FCA reasonably requires for the purposes of ensuring that the applicable requirements of the listing rules, the rules in PRM, the disclosure requirements and the transparency rules are being complied with by an issuer with a listing of equity shares or applying for admission of its equity shares; and
(3)
guide the issuer with a listing of equity shares or applying for admission of its equity shares in understanding and meeting its responsibilities under the listing rules, the rules in PRM, the disclosure requirements and the transparency rules.
A sponsor must, for so long as it provides a sponsor service:
take such reasonable steps as are sufficient to ensure that any communication or information it provides to the FCA in carrying out the sponsor service is, to the best of its knowledge and belief, accurate and complete in all material respects; and
as soon as possible provide to the FCA any information of which it becomes aware that materially affects the accuracy or completeness of information it has previously provided.
Where a sponsor provides information to the FCA which is or is based on information it has received from a third party in assessing whether a sponsor has complied with its obligations in UKLR 24.2.2R(1), the FCA will have regard, among other things, to whether a sponsor has appropriately used its own knowledge, judgement and expertise to review and challenge the information provided by the third party.
The sponsor will be the main point of contact with the FCA for any matter referred to in UKLR 4.2. The FCA expects to discuss all issues relating to a transaction and any draft or final document directly with the sponsor. However, in appropriate circumstances, the FCA will communicate directly with the issuer with a listing of equity shares or applying for admission of its equity shares, or its advisers.
A sponsor remains responsible for complying with UKLR 24.2 even where a sponsor relies on the issuer with a listing of equity shares or applying for admission of its equity shares or a third party when providing assurance or confirmation to the FCA.
A sponsor must, in relation to a sponsor service, act with due care and skill.
A sponsor must, in relation to a sponsor service, act with honesty and integrity.
Where, in relation to a sponsor service, a sponsor gives any guidance or advice to a listed issuer or applicant on the application or interpretation of the listing rules, the disclosure requirements or the transparency rules, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed issuer or applicant understand their responsibilities and obligations under the listing rules, the disclosure requirements and the transparency rules.
A sponsor must at all times (whether in relation to a sponsor service or otherwise):
If, in connection with the provision of a sponsor service, a sponsor becomes aware that it, or an issuer with a listing of equity shares or applying for admission of its equity shares, is failing or has failed to comply with its obligations under the listing rules, the disclosure requirements or the transparency rules, the sponsor must promptly notify the FCA.
The purpose of UKLR 24.2.12R to UKLR 24.2.17G is to ensure that conflicts of interest do not adversely affect:
A sponsor must, for so long as it provides a sponsor service, take all reasonable steps to identify conflicts of interest that could adversely affect its ability to perform its functions properly under this chapter.
In identifying conflicts of interest, sponsors should also take into account circumstances that could:
create a perception in the market that a sponsor may not be able to perform its functions properly; or
compromise the ability of a sponsor to fulfil its obligations to the FCA in relation to the provision of a sponsor service.
A sponsor must, for so long as it provides a sponsor service, take all reasonable steps to put in place and maintain effective organisational and administrative arrangements that ensure conflicts of interest do not adversely affect its ability to perform its functions properly under this chapter.
Disclosure of a conflict of interest will not usually be considered to be an effective organisational or administrative arrangement for the purpose of UKLR 24.2.14R.
A sponsor must, for so long as it provides a sponsor service, be reasonably satisfied that its organisational and administrative arrangements will ensure that its ability to perform its functions properly under this chapter will not be adversely affected by a conflict of interest. If a sponsor is not so reasonably satisfied in relation to a sponsor service, it must decline or cease to provide such sponsor service.
UKLR 24.2.16R recognises that there will be some conflicts of interest that cannot be effectively managed. Providing sponsor services in those cases could adversely affect both a sponsor’s ability to perform its functions properly and market confidence in sponsors. If in doubt about whether a conflict can be effectively managed, a sponsor should discuss the issue with the FCA before it decides whether it can provide a sponsor service.
If a listed issuer or applicant appoints more than one sponsor to provide a sponsor service, the FCA expects the sponsors to cooperate with each other in relation to the sponsor service, including by establishing arrangements for the sharing of information as appropriate, having regard to the sponsor service.
