- (1) [deleted]
- (1A) submitting to the FCA by midday 2 business days before the FCA is to consider the application:
- (a) the following information in respect of the applicant:
- (i) the name of the applicant;
- (ii) the applicant’s registered office address;
- (iii) the email address of the applicant;
- (iv) the country of its incorporation;
- (v) its legal entity identifier (LEI); and
- (vi) its accounting reference date;
- (b) the following information in respect of the securities to be listed:
- (i) a description of the security;
- (ii) the proposed listing category;
- (iii) the regulated market to which an application has been made for admission to trading; and
- (iv) the ISIN;
- (c) the following information in respect of the admission to listing:
- (d) written confirmation of:
- (i) the contact details of at least 2 of the issuer’s executive directors (or, where the issuer has no executive directors, at least 2 of its directors); or
- (ii) where the issuer has only 1 executive director or has only 1 director, the contact details of that director,
- as required under UKLR 1.3.5R; and
- (e) written confirmation of the contact details of a nominated person at the issuer as required under UKLR 1.3.7R and UKLR 1.3.8R;
- (a) the following information in respect of the applicant:
- (2) submitting all additional documents, explanations and information as required by the FCA; and
- (3) submitting verification of any information in such manner as the FCA may specify.
- (4) [deleted]
UKLR 20.2 Application for admission to listing
UKLR 20.2 Application for admission to listing
Method of application
An applicant must apply to the FCA for admission to listing by:
An application for admission to listing of securities must relate to all securities of a class which have been issued and which may be issued in the future.
An applicant which is an open-ended investment company that is a multi-class or umbrella fund is required to make an application for admission to listing when creating a new class of security where the securities are to be listed.
Before submitting the information and documents referred to in UKLR 20.2.2R(1A), an applicant should contact the FCA to agree the date on which the FCA will consider the application.
All information and documents must be submitted to Listing Data Management at the FCA’s address or electronically.
[Note: Information on how to submit an application for admission to listing electronically can be found on the Primary Markets section of the FCA’s website.]
Additional requirements – first time applications (all securities)
- (1) Where an applicant is making an application for admission for the first time, the applicant must provide to the FCA confirmation from its board that the applicant has taken reasonable steps to establish adequate procedures, systems and controls to enable it to comply with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules following admission.
- (2) The board confirmation in (1) must be provided:
- (a) by midday 2 business days before the FCA is to consider the application; and
- (b) using the Procedures, Systems and Controls Confirmation form.
- [Note: The Procedures, Systems and Controls Confirmation Form can be found on the Primary Markets section of the FCA’s website.]
An applicant must provide the board confirmation required under UKLR 20.2.4AR(1) on the first occasion on which it makes an application for an admission of securities to listing. A listed company is not required to provide board confirmation where it makes an application for the admission of securities of a new class at a later date.
The FCA will not grant an application for admission if an issuer is unable to provide the board confirmation required under UKLR 20.2.4AR(1). When considering an application for admission, the FCA would expect the applicant to be able to demonstrate its readiness to comply with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules following admission.
Additional requirements – application to list shares
An applicant who is applying to the FCA for admission to listing of its shares must also:
- (1) submit, in final form, to the FCA by midday 2 business days before the FCA is to consider the application, written confirmation of the contact details of appropriate persons nominated by the issuer to act as the first point of contact with the FCA in relation to the issuer’s compliance with the listing rules, the disclosure requirements and the transparency rules following admission under UKLR 6, UKLR 11, UKLR 12, UKLR 13, UKLR 14 or UKLR 16 (as appropriate); and
- (2) submit, in final form, to the FCA before 9am on the day the FCA is to consider the application, a completed Shareholder Statement, signed by a sponsor (if a sponsor is required under UKLR 4) or by a duly authorised officer of the applicant (if a sponsor is not required under UKLR 4).
[Note: The Shareholder Statement form can be found on the Primary Markets section of the FCA’s website.]
Additional and modified requirements – issuance programmes
Where an applicant intends to request the admission to listing of securities to be issued pursuant to an issuance programme set out in a base prospectus, the applicant must also submit the following information to the FCA by midday 2 business days before the FCA is to consider the application for securities to be listed pursuant to the programme:
- (1) details of the issuance programme contained in the relevant base prospectus which has been approved by the FCA; and
- (2) the primary contact at the applicant for correspondence in relation to the issuance programme, including their name, position, email address and telephone number.
Once the FCA has approved the application for the admission of securities to be listed pursuant to the issuance programme, the applicant must submit to the FCA as soon as possible after the final terms have been agreed and by no later than 2pm on the day before the listing of the securities is to become effective:
- (1) the final terms for the securities; and
- (2) the following information in respect of the securities:
- (a) series number;
- (b) specified denomination;
- (c) maturity date; and
- (d) form of securities.
Where an applicant intends to list securities pursuant to an issuance programme, and meets the requirements at UKLR 20.2.4ER and UKLR 20.2.4FR above, UKLR 20.2.2R(1A) is modified as follows:
- (1) the information about the applicant required by UKLR 20.2.2R(1A)(a) must be submitted to the FCA by midday 2 business days before the FCA is to consider the application for securities to be listed pursuant to the programme;
- (2) the information about the securities required by UKLR 20.2.2R(1A)(b) must be submitted to the FCA by no later than 2pm on the day before the listing of the securities is to become effective; and
- (3) confirmation of the expected admission date required by UKLR 20.2.2R(1A)(c)(ii) must be submitted to the FCA by no later than 2pm on the day before the listing of the securities is to become effective.
To the extent the information on the securities required by UKLR 20.2.2R(1A)(b) and UKLR 20.2.4FR(2) is set out in the relevant final terms, the obligation to provide that information is discharged by submitting the final terms.
The FCA will generally admit to listing all securities which may be issued under the issuance programme within 12 months after the publication of the base prospectus.
Modified requirements – exempt public sector issuers
Where an issuer seeks admission of debt securities referred to in PRM 1.3.1R(2), PRM 1.3.1R(3) and PRM 1.3.1R(4), UKLR 20.2.2R(1A) is modified as follows:
- (1) the information set out at UKLR 20.2.2R(1A)(a) to UKLR 20.2.2R(1A)(c) must be submitted to the FCA as soon as possible and no later than 2pm on the day before the listing of the securities is to become effective; and
- (2) UKLR 20.2.2R(1A)(d) and UKLR 20.2.2R(1A)(e) do not apply.
Grant of an application for admission to listing
The FCA will grant the applicant's application for admission to listing and admit securities to listing if all relevant documents required by UKLR 20.2.2R have been submitted to the FCA.
When considering an application for admission to listing, the FCA may:
- (1)
carry out any enquiries and request any further information which it considers appropriate, including consulting with other regulators or exchanges;
- (2)
request that an applicant, or its specified representative, answer questions and explain any matter the FCA considers relevant to the application for listing;
- (3)
take into account any information which it considers appropriate in relation to the application for listing;
- (4)
request that any information provided by the applicant be verified in such manner as the FCA may specify;
- (5)
impose any additional conditions on the applicant as the FCA considers appropriate; and
- (6)
take into account any concerns the FCA may have that the applicant has not responded satisfactorily to any queries by the FCA or has not been open and cooperative in its dealings with the FCA.
The admission to listing becomes effective only when the FCA’s decision to admit the securities to listing has been announced by being either:
