FCA Handbook - UKLR 4.2 When a sponsor must be appointed or its guidance obtained

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UKLR 4.2 When a sponsor must be appointed or its guidance obtained

When a sponsor must be appointed

An issuer with a listing of equity shares in, or applying for admission of its equity shares to, the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category must appoint a sponsor on each occasion that the issuer:
(1)
is required to submit any of the following documents to the FCA in connection with an application for admission of equity shares to the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category:
1. (a)
  a prospectus or supplementary prospectus; or
2. (b)
  a summary as required by PRM 1.4.13R(3);
3. (c) [deleted]
(1A) is required to publish a prospectus under PRM 1.4.1R or a supplementary prospectus under PRM 10.1.1R in connection with a further issuance of equity shares listed in the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category;
(2) is required to publish a document under PRM 1.4.9R or PRM 1.4.10R;
(3)
is required to submit to the FCA a reverse takeover circular for approval;
(4)
is required by UKLR 11 (Closed-ended investment funds: requirements for listing and continuing obligations) to submit to the FCA a relevant related party transaction circular for approval;
(5)
is required to do so by the FCA because it appears to the FCA that there is, or there may be, a breach of the listing rules, the disclosure requirements or the transparency rules by the listed issuer;
(6)
is required by UKLR 8.2.1R(3) (including as modified by UKLR 11.5.4R) to obtain a confirmation that the terms of a proposed transaction or arrangement with a related party are fair and reasonable;
(7)
is required by the FCA to have a sponsor submit a letter to the FCA setting out how the applicant satisfies the criteria in UKLR 3 and, if applicable, UKLR 5, UKLR 11 or UKLR 13;
(8)
is required to procure that a sponsor contact the FCA as specified in UKLR 13.4, including so that the sponsor provides any requested confirmation; or
(9)
is required to procure that a sponsor submits to the FCA a letter in relation to the issuer’s eligibility in connection with a reverse takeover under UKLR 7.5.13G(2).

An issuer must appoint a sponsor where it applies to transfer its category of listing from:

(1)
a listing in the equity shares (commercial companies) category to a listing in the closed-ended investment funds category;
(2)
a listing in the equity shares (commercial companies) category to a listing in the equity shares (shell companies) category;
(3)
a listing in the closed-ended investment funds category to a listing in the equity shares (commercial companies) category;
(4)
a listing in the open-ended investment companies category to a listing in the equity shares (commercial companies) category;
(5)
a listing in the equity shares (international commercial companies secondary listing) category to a listing in the equity shares (commercial companies) category;
(6)
a listing in the equity shares (international commercial companies secondary listing) category to a listing in the equity shares (shell companies) category;
(7)
a listing in the equity shares (international commercial companies secondary listing) category to a listing in the closed-ended investment funds category;
(8)
a listing in the equity shares (transition) category to a listing in the equity shares (commercial companies) category;
(9)
a listing in the equity shares (transition) category to a listing in the equity shares (shell companies) category; or
(10)
a listing in the equity shares (transition) category to a listing in the closed-ended investment funds category.

An issuer with equity shares admitted to the equity shares (commercial companies) category or the closed-ended investment funds category must appoint a sponsor where it proposes to make a request to the FCA to modify, waive or substitute the operation of UKLR 7, UKLR 8 or UKLR 11.

An issuer with a listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category must appoint a sponsor where it proposes to make a request to the FCA for individual guidance in relation to the listing rules, the disclosure requirements or the transparency rules in connection with a matter referred to in UKLR 7, UKLR 8 or UKLR 11.

If an issuer with a listing of equity shares in, or applying for admission of its equity shares to, the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category wishes to seek individual guidance about a matter that is, or will be, the subject of a sponsor service, the FCA expects to discuss all matters relating to a sponsor service directly with a sponsor. However, in appropriate circumstances, the FCA will communicate directly with the issuer or its advisers.

Other transactions where an issuer must obtain a sponsor’s guidance

If an issuer with a listing of equity shares in the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category is proposing to enter into a transaction which, due to its size or nature, could amount to a reverse takeover or an initial transaction, it must obtain the guidance of a sponsor to assess the application of the listing rules, the disclosure requirements and the transparency rules.