Home FCA Handbook UKLR UKLR 5 UKLR 5.5 Shares in public hands
You are viewing UKLR 5.5 Shares in public hands as of . UKLR 5.5 Shares in public hands was last updated on 19/01/2026.

UKLR 5.5 Shares in public hands

29/07/2024R

Where an applicant is applying for the admission of a class of equity shares to listing in the equity shares (commercial companies) category, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public.

19/01/2026R

For the purposes of UKLR 5.5.1R:

  1. (1)

     a sufficient number of shares will be taken to have been distributed to the public when 10% of the shares which will be in issue when admission to listing becomes effective as set out in UKLR 20.2.7G are in public hands; and

  2. (2)

    treasury shares are not to be taken into consideration when calculating the number of shares of the class.

29/07/2024R

For the purposes of UKLR 5.5.1R and UKLR 5.5.2R, shares are not held in public hands if they are:

  1. (1)

    held, directly or indirectly, by:

    1. (a)

      a director of the applicant or of any of its subsidiary undertakings;

    2. (b)

      a person connected with a director of the applicant or of any of its subsidiary undertakings;

    3. (c)

      the trustees of any employees’ share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings;

    4. (d)

      any person who, under any agreement, has a right to nominate a person to the board of directors of the applicant; or

    5. (e)

      any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class; or

  2. (2)

    subject to a lock-up period of more than 180 calendar days.

29/07/2024G

When calculating the number of shares for the purposes of UKLR 5.5.3R(1)(e), holdings of investment managers in the same group will be disregarded where:

  1. (1)

    investment decisions are made independently by the individual in control of the relevant fund; and

  2. (2)

    those decisions are unfettered by the group to which the investment manager belongs.