FCA Handbook - SSR 4.2 Determination of the application of SSR 2 and SSR 3 to an admitted share

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SSR 4.2 Determination of the application of SSR 2 and SSR 3 to an admitted share

The FCA will determine whether the rules and guidance in SSR 2 and SSR 3 apply in relation to the admitted shares of a company in accordance with SSR 4.2.3R and SSR 4.2.4R.

When determining whether the rules and guidance in SSR 2 and SSR 3 do not apply in relation to the admitted shares of a company, the FCA will consider:

(1) first, the principal country of the admitted share as determined in accordance with SSR 4.2.6R to SSR 4.2.13R; and
(2) second, whether the admitted share is of significant importance to the UK market, having regard to the factors set out in SSR 4.2.14R.

Disapplication of rules for shares which are principally traded outside the UK

(1) The FCA will determine that the rules and guidance in SSR 2 and SSR 3 do not apply in relation to admitted shares where their principal country is not the UK, subject to (2).
(2) The FCA may determine that the rules and guidance in SSR 2 and SSR 3 still apply in the circumstances set out in (1) where it considers the admitted shares are nevertheless of significant importance to the UK market, having regard to the factors set out in SSR 4.2.14R.

Disapplication of rules for shares which are principally traded in the UK but that are not of significant importance to the UK market

(1) The FCA may determine that the rules and guidance in SSR 2 and SSR 3 do not apply in relation to admitted shares where their principal country is the UK if the admitted shares are not considered of significant importance to the UK market, having regard to the factors set out in SSR 4.2.14R.
(2) In making a determination under (1), the FCA may also have regard to whether the rules of the relevant third country achieve similar outcomes to the rules in SSR 2 and SSR 3.

Where the FCA considers the rules of the relevant third country of an admitted share under SSR 4.2.4R(2) and assesses that they produce similar outcomes to the rules in SSR 2 and SSR 3, the FCA may be more likely to determine that a share whose principal country is the UK but is not of significant importance to the UK should be exempt. However, this will not in and of itself be a decisive factor.

Determination of principal country

Where the admitted shares of a company are admitted to trading on a UK trading venue only, and not admitted to trading on a trading venue in a third country, the UK will be the principal country of those admitted shares.

For a company with admitted shares where at least one class is also admitted to trading on a trading venue in a third country, the FCA will consider the collective trading volume of the admitted shares to determine the principal country of the company’s admitted shares in their totality.

Determination of principal country for trading of an admitted share admitted to trading in multiple jurisdictions

(1) Where admitted shares are admitted to trading in at least one third country, the FCA will determine the principal country based on the aggregated trading volume of the company’s admitted shares across all trading venues in each country or territory where its admitted shares are admitted to trading.
(2) In the circumstances in (1), the principal country is the country or territory where the admitted shares have the highest aggregated trading volume.

(1) When determining the trading volume of admitted shares for the purpose of establishing the principal country, the FCA will use a range of relevant information, which may include:
1. (a) publicly available information;
2. (b) transaction data obtained under Article 26 of the UK version of Regulation (EU) No 600/2014 or any successor provision;
3. (c) information from trading venues where admitted shares are admitted to trading;
4. (d) information provided by the supervisory authority of a third country which exercises functions equivalent to those exercised by the FCA under the Short Selling Regulations 2025;
5. (e) information provided by the company issuing the admitted share; and
6. (f) information from other third parties, including data providers.
(2) In determining which information to use, the FCA will, so far as is reasonably possible:
1. (a) use publicly available information, alongside data provided by trading venues, in preference to information from other sources;
2. (b) confirm that the information covers all trading sessions during the relevant period, irrespective of whether the admitted share traded during all of those sessions;
3. (c) confirm that transactions received and included in calculations are counted only once; and
4. (d) exclude transactions reported through a trading venue but executed outside that trading venue.

Calculation period for the purposes of determining the principal country

To determine the principal country, the trading volume of admitted shares will be calculated over a period of 2 years.

The FCA’s biennial assessment of the principal country

The FCA will assess the principal country of a company’s admitted shares every 2 years, in accordance with the timing in SSR 4.2.15G.

Calculation period for an admitted share being admitted to trading part way through a 2-year period

When an admitted share becomes admitted to trading in a third country part way through a 2-year calculation period set out in SSR 4.2.15G, the calculation period for the trading volume of that share will nevertheless be the full 2-year calculation period. For example, in respect of the 1 January 2026 to 31 December 2027 calculation period referred to in SSR 4.2.15G(4), if a share, which was already an admitted share in the UK prior to the start of the calculation period, also becomes admitted to trading in a third country on 1 February 2027, the calculation period for trading volume will still be 1 January 2026 to 31 December 2027 and not 1 February 2027 to 31 December 2027.

Calculation for an admitted share ceasing to be admitted part way through a 2-year period

The trading volume of an admitted share on a trading venue in a given country or territory will be deemed to be zero where the share is no longer admitted to trading on any trading venue in that country or territory even if the share was admitted to trading in that country or territory during the calculation period.

Determining whether an admitted share is of significant importance to the UK market

When determining whether admitted shares are of significant importance to the UK market, the FCA may consider the following information in respect of the company that issued the admitted share:

(1) whether the company is based (ie, headquartered/incorporated) in the UK;
(2) whether the company has a primary listing in the UK (ie, whether the company was first listed on a UK trading venue);
(3) whether the company is included in the UK FTSE 100 index or any other UK main equity index;
(4) whether the company is authorised or regulated by the FCA or any other UK regulator;
(5) whether the admitted share has significant trading volume on UK trading venues; and
(6) whether the company provides services that are important to the UK market and economy.

Assessment of admitted shares every 2 years

(1) The FCA will review whether to make a determination, or to revoke a determination previously made, as to whether SSR 2 and SSR 3 apply, in respect of each admitted share, every 2 years.
(2) Any determinations following the review in (1) will be made to take effect on 1 April (or, if 1 April is not a working day, the next working day) following the calculation period set out in (3) below, except for the initial determination, which will be made following the calculation period in (4) to take effect on the date specified in (5).
(3) The calculation period is the 2 calendar years following the initial calculation period referred to in (4), such as 1 January 2026 to 31 December 2027, and so on.
(4) The calculation period for the FCA’s initial assessment of the principal country for each admitted share for the purposes of SSR will be from 1 January 2024 to 31 December 2025.
(5) In respect of the first calculation period (1 January 2024 to 31 December 2025), any determination to disapply the rules and guidance in SSR 2 and SSR 3 will be made to come into effect when the FCA publishes the reportable shares list on 13 July 2026 (see SSR 4.3.1R(2)).
(6) The ‘calculation period’ is the 2-year period used to calculate the principal country of an admitted share.

Further reviews

In addition to the reviews every 2 years referred to in SSR 4.2.15G, the FCA reserves the right to review determinations, make further determinations or revoke prior determinations made under SSR 4.2 as appropriate.