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UKLR 3.1 Preliminary

Application

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This chapter applies to all applicants, unless a rule is specified only to apply to a particular type of applicant or security.

Refusal of applications

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Under the Act, the FCA may not grant an application for admission unless it is satisfied that:

  1. (1)

    the requirements of the listing rules are complied with; and

  2. (2)

    any special requirement (see UKLR 3.1.4R) is complied with.

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Under the Act, the FCA may also refuse an application for admission if it considers that:

  1. (1)

    admission of the securities would be detrimental to investors’ interests; or

  2. (2)

    for securities already listed in a third country, the issuer has failed to comply with any obligations under that listing.

Special requirements

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  1. (1)

    The FCA may make the admission of securities subject to any special requirement that it considers appropriate to protect investors.

  2. (2)

    The FCA must explicitly inform the issuer of any special requirement that it imposes.

No conditional admission

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The FCA is not able to make the admission of securities conditional on any event. The FCA may, in particular cases, seek confirmation from an issuer before the admission of securities that the admission does not purport to be conditional on any matter.

Relevant securities

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In this Chapter:

  1. (1) references to ‘relevant securities’ are to the securities which will be in issue when admission to listing becomes effective as set out in UKLR 20.2.7G; and

  2. (2) references to ‘relevant shares’ are to the shares which will be in issue when admission to listing becomes effective as set out in UKLR 20.2.7G.

UKLR 3.2 Requirements for all securities

Incorporation

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An applicant (other than a public sector issuer) must be:

  1. (1)

    duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment; and

  2. (2)

    operating in conformity with its constitution.

Application for admission

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

Validity

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For securities to be admitted to listing, the relevant securities must:

  1. (1)

     conform with the law of the applicant’s place of incorporation;

  2. (2)

     be duly authorised according to the requirements of the applicant’s constitution; and

  3. (3)

     have any necessary statutory or other consents.

Admission to trading

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For securities to be admitted to listing, the relevant securities must be admitted to trading on a regulated market for listed securities.

Transferability

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  1. (1)

     For securities to be admitted to listing, the relevant securities, must be freely transferable.

  2. (2)

     For shares to be admitted to listing, the relevant shares must be fully paid and free from all liens and from any restriction on the right of transfer (except any restriction imposed for failure to comply with a notice under section 793 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)).

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The FCA may modify UKLR 3.2.4R to allow partly paid securities to be listed if it is satisfied that their transferability is not restricted and investors have been provided with appropriate information to enable dealings in the securities to take place on an open and proper basis.

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The FCA may, in exceptional circumstances, modify or dispense with UKLR 3.2.4R where the applicant has the power to disapprove the transfer of shares if the FCA is satisfied that this power would not disturb the market in those shares.

Market capitalisation

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  1. (1)

     For securities to be admitted to listing, the expected aggregate market value of all relevant securities (excluding treasury shares and shares of a closed-ended investment fund or open-ended investment company) must at admission be at least:

    1. (a)

       £30 million for shares; and

    2. (b)

       £200,000 for debt securities.

  2. (2)

     The expected aggregate market value of the relevant shares of a closed-ended investment fund or open-ended investment company must at admission be at least £700,000.

  3. (3)

     [deleted]

  4. (4)

     [deleted]

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The FCA may modify UKLR 3.2.7R to admit securities of a lower value if it is satisfied that there will be an adequate market for the relevant securities.

Prospectus

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  1. (1)

     This rule applies if:

    1. (a)

       a prospectus must be approved and published for the relevant securities; or

    2. (b)

       the applicant is permitted and elects to draw up a prospectus in accordance with the rules in PRM for the relevant securities.

  2. (2)

     For securities to be admitted to listing, a prospectus must have been approved by the FCA and published in accordance with the rules in PRM in relation to the relevant securities.

Convertible securities and miscellaneous securities carrying the right to buy or subscribe for other securities

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Convertible securities and miscellaneous securities giving the holder the right to buy or subscribe for other securities may be admitted to listing only if the securities into which they are convertible or over which they give a right to buy or subscribe are already, or will become at the same time:

  1. (1)

    listed securities; or

  2. (2)

    securities listed on a regulated, regularly operating, recognised open market.

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The FCA may dispense with UKLR 3.2.12R if it is satisfied that holders of the convertible securities have at their disposal all the information necessary to form an opinion about the value of the underlying securities.