Listing Rules - Home - FCA HandbookListing Rules LR TR 9 Transitional Provision for a company that has a premium listing of equity shares but does not comply with LR 9.2.20R (2) Material

LR Transitional Provisions: General and VentureCapital Trusts

Listing Rules

LR TR 1Transitional Provisions: General and Venture Capital TrustsGeneral Transitional Provisions

(2) (5) (6)(4)

Material to which Transitional pro- Handbook provi-the transitional Transitional vision: dates in sion: coming into

(1) provision applies (3) provision force force

1 Amendments to R deletedLR set out in An-nex B of the Trans-parency Obliga-tions Directive(Disclosure andTransparencyRules) Instrument2006, relating to:

(i) DTR 4 and peri-odic financial re-porting; and

(ii) DTR 6 in so faras they may relateto, or are re-quired to give ef-fect to, amend-ments in (i).

1A LR provisions re- R deletedferring to Com-panies Acts 1985,2006 or relatedprovisions.

1B LR 12.4.7 R (2) R A company may From 6 February 1 July 2005obtain the ap- 2008 until fur-proval required ther noticeby LR 12.4.7 R (2)by extraordinaryresolution (ra-ther than a spe-cial resolution) ifthere is a refer-ence to an extra-ordinary res-olution in thecompany'smemorandumand articleswhich requiresor permits it andwhich continuesto have effect byvirtue of article9 and paragraph

■ Release 54 ● Sep 2020 www.handbook.fca.org.uk LR TR 1/1

http://www.legislation.gov.uk/ukpga/1985/6

http://www.legislation.gov.uk/ukpga/1985/6

LR Transitional Provisions: General and VentureCapital Trusts

(2) (5) (6)(4)



23 of Schedule 3of The Compan-ies Act 2006(CommencementNo.3, Con-sequentialAmendments,Transitional Pro-visions and Sav-ings) Order2007.

Transitional Provisions for venture capital trusts

(2) (5) (6)(4)



2 LR 15.2.11 R - LR R expired15.2.13A R and LR15.4.7 R

3 LR 15.6.8 R R expired

■ Release 54 ● Sep 2020www.handbook.fca.org.ukLR TR 1/2

http://www.legislation.gov.uk/uksi/2007/2194










LR Transitional Provision for closed-endedinvestment funds listed before 28 September

2007

Listing Rules

LR TR 2Transitional Provision for closed-ended investment funds listedbefore 28 September 2007

(2) Material towhich thetransitional (5) Transitional (6) Handbookprovisions (4) Transitional provision: provision com-

(1) applies (3) provision dates in force ing into force

1 LR 15.4.1A R and R deletedLR 15.4.1B G


LR Transitional Provision for closed-endedinvestment funds listed before 28 September

2007


LR Transitional Provisions for Investment Entitiesalready listed under LR 14

Listing Rules

LR TR 3Transitional Provisions for Investment Entities already listedunder LR 14



1. LR 5.2.7A R,LR R These trans- 6 April 2010 In- 6 April 201014, LR 15 and LR itional provi- definite16 sions apply to

an entity thatis an overseascompany andan investmententity and thatimmediatelybefore 6 March2008 did notcomply withthe require-ments of LR 15or LR 16 butcomplied withthe require-ments of LR 14.

2. LR 5.2.7A R,LR R LR 14 continues 6 April 2010 In- 6 April 201014, LR 15 and LR to apply to the definite16 entity for so

long as it islisted afterthat date (andLR 15 and LR 16do not apply)unless the en-tity makes anelection underrule 3 of thesetransitionalprovisions.

3. LR 5.2.7A R,LR R The entity may 6 April 2010 In- 6 April 201014, LR 15 and LR by notice in definite16 writing given

to the FCAelect to complywith the re-quirements ofLR 15 or LR 16(whichever isapplicable tothe entity) in-stead of the re-


LR Transitional Provisions for Investment Entitiesalready listed under LR 14



quirements inLR 14 from adate specifiedin the notice.An entityshould not givenotice underthis trans-itional rule un-less it has cometo a reasonableopinion, afterhaving madedue and care-ful enquiry,that it can sat-isfy the require-ments of LR 15and 16 (as thecase may be).

4. LR 5.2.7A R,LR R If an entity 6 April 2010 In- 6 April 201014, LR 15 and LR gives a notice definite16 under TR3 3R

of these trans-itional provi-sions it mustcomply withthe require-ments of LR 15or LR 16 (as thecase may be)from the datespecified in thenotice and therequirementsof LR 14 nolonger apply tothe entity fromthat date.

Note: An entity which intends to give notice under LR 3 LR TR 3 3R should consult with the FCA at theearliest possible stage if it intends to comply with the requirements of LR 15 or LR 16 (whichever is ap-plicable to the entity) instead of the requirements in LR 14.


LR Transitional Provision for Issuers with aPremium Listing that are Overseas

Companies

Listing Rules

LR TR 4Transitional Provision for Issuers with a Premium Listing thatare Overseas Companies

(1) (2) Material to (3) (4) Transitional (5) Transitional (6) Handbookwhich the provision provision: provision:transitional dates in force coming intoprovisions forceapplies

1. LR 9.8.7 R R deleted


LR Transitional Provision for Issuers with aPremium Listing that are Overseas

Companies


LR Transitional Provision for companiesincorporated in the United Kingdom

Listing Rules

LR TR 5Transitional Provision for companies incorporated in theUnited Kingdom

(1) (2) Material to (3) (4) Transitional provision (5) Transitional (6) Handbookwhich the provision: provision:transitional dates in force coming intoprovisions forceapplies

1. LR 9.3.12R (1), (2) R deletedand (3)


LR Transitional Provision for companiesincorporated in the United Kingdom


LR Transitional Provision for overseas companies

Listing Rules

LR TR 6Transitional Provision for overseas companies


1. LR 9.3.11 R R [deleted]

2. LR 9.8.7A R R [deleted]

3. LR 14.3.24 R R [deleted]


LR Transitional Provision for overseas companies


LR Transitional Provision for issuers with sharesthat do not confer full voting rights

Listing Rules

LR TR 7Transitional Provision for issuers with shares that do notconfer full voting rights


1. LR 10, LR 11, LR R expired12


LR Transitional Provision for issuers with sharesthat do not confer full voting rights


LR Transitional Provisions for the CombinedCode

Listing Rules

LR TR 8Transitional Provisions for the Combined Code

(2) Material towhich thetransitional (5) Transitional (6) Handbookprovision (4) Transitional provision: provision com-


1. LR 9.8.6R (5) and R expired(6)

LR 15.6.6R (2)


LR Transitional Provisions for the CombinedCode


LR Transitional Provision for a company that hasa premium listing of equity shares but does

not comply with LR 9.2.20R

Listing Rules

LR TR 9Transitional Provision for a company that has a premiumlisting of equity shares but does not comply with LR 9.2.20R

(2) Material towhich the (6) Handbooktransitional (5) Transitional provision:provisions (4) Transitional provision: coming into

(1) applies (3) provision dates in force force

1. LR 9.2.20 R R expired


LR Transitional Provision for a company that hasa premium listing of equity shares but does

not comply with LR 9.2.20R


LR Transitional Provision in relation to newsponsor services

Listing Rules

LR TR 10Transitional Provision in relation to new sponsor services


1. LR 5.6.6 R R expired

2. LR 5.6.13 R, LR R expired5.6.17 R, LR5.6.26 R

3. LR 13.5.27B R R expired


LR Transitional Provision in relation to newsponsor services


LR Transitional Provisions in relation to AnnualFinancial Report [deleted]

Listing Rules

LR TR 11Transitional Provisions in relation to Annual Financial Report[deleted][deleted]


LR Transitional Provisions in relation to AnnualFinancial Report [deleted]


LR Transitional Provisions in relation tocontinuing obligations regarding premium

listing

Listing Rules

LR TR 12Transitional Provisions in relation to continuing obligationsregarding premium listing

(2) Material towhich the trans- (5) Transitional pro- (6) Handbook provi-itional provision vision: dates in sion: coming into

(1) applies (3) (4) Transitional provision force force

1. LR 9.2.2AR (2)(a) R LR 9.2.2AR (2)(a) does not From 16 May 2014 16 May 2014apply. up to and includ-

ing 16 November2014

2. LR 9.2.2AR (2)(b) R LR 9.2.2AR (2)(b) does not From 16 May 2014 16 May 2014apply. up to and includ-

ing the date of thenext annual gen-eral meeting of thelisted company,other than an an-nual general meet-ing for whichnotice:

(i) has alreadybeen given; or

(ii) is given withina period of 3months from theevent that re-sulted in a personbecoming a con-trolling share-holder of a listedcompany.

3. LR 9.2.2E R R LR 9.2.2E R does not From 16 May 2014 16 May 2014apply. up to and includ-

ing the date ofthe next annualgeneral meetingof the listed com-pany other thanan annual generalmeeting for whichnotice:

(i) has alreadybeen given; or

(ii) is given withina period of 3months from theevent that re-


LR Transitional Provisions in relation tocontinuing obligations regarding premium

listing

(2) Material towhich the trans- (5) Transitional pro- (6) Handbook provi-itional provision vision: dates in sion: coming into

(1) applies (3) (4) Transitional provision force force

sulted in a personbecoming a con-trolling share-holder of a listedcompany.

4. LR 9.2.21 R R Where a listed com- From 16 May 2014 16 May 2014pany is admitted to the up to and includ-premium listing cat- ing 16 May 2016egory of the official liston or before 15 May2014, LR 9.2.21 R doesnot apply.

5. LR 9.8.4C R R LR 9.8.4C R does not ap- From 16 May 2014 16 May 2014ply to a listed companywith a financial yearending on or before 31August 2014.

6. LR 13.8.17 R R LR 13.8.17 R does not From 16 May 2014 16 May 2014apply. up to and includ-

ing 16 August2014


LR Transitional Provisions for the UK CorporateGovernance Code

Listing Rules

LR TR 13Transitional Provisions for the UK Corporate Governance Code

(1) (2) Material to (3) (4) Transitional provision (5) Trans- (6) Hand-which the transitional pro- book provi-itional provision vision: sion com-applies dates in ing into

force force

1. LR 9.8.6R(3) R [expired]

2. LR 9.8.6R(5), LR R [expired]9.8.6R(6) and LR15.6.6R(2)

3. LR 9.8.10R R [expired]

4. LR 9.8.6R(3), LR R [expired]9.8.6R(5), LR9.8.6R(6) and LR15.6.6R(2)

5. LR 9.8.10R R [expired]

6. LR 9.8.6R(3) R In the case of an annual financial From 13 13 De-report of a listed company or a December cemberclosed-ended investment fund in- 2019 to 30 2019corporated in the United Kingdom June 2020for an accounting period begin-ning before 1 January 2019:

(1) LR 9.8.6R(3) does not apply; and

(2) the annual financial reportmust include statements by thedirectors on:

(a) the appropriateness of ad-opting the going concern basis ofaccounting (containing the in-formation set out in provisionC.1.3 of the UK Corporate Govern-ance Code published by the Finan-cial Reporting Council in April2016); and

(b) their assessment of the pro-spects of the company (containingthe information set out in provi-sion C.2.2 of the UK CorporateGovernance Code published bythe Financial Reporting Council inApril 2016);

prepared in accordance with the‘Guidance on Risk Management,Internal Control and Related Fin-ancial and Business Reporting’published by the Financial Re-




force force

porting Council in September2014.

7. LLR 9.8.6R(5) R In the case of an annual financial From 13 13 De-report of a listed company or a December cemberclosed-ended investment fund for 2019 to 30 2019an accounting period beginning June 2020before 1 January 2019:

(1) LR 9.8.6R(5) does not apply; and

(2)the annual financial reportmust include a statement of howthe listed company has appliedthe Main Principles set out in theUK Corporate Governance Codepublished by the Financial Re-porting Council in April 2016, in amanner that would enable share-holders to evaluate how the prin-ciples have been applied.

8. LR 9.8.6R (6) R In the case of an annual financial From 13 13 De-report of a listed company or a December cemberclosed-ended investment fund for 2019 to 30 2019an accounting period beginning June 2020before 1 January 2019:

(1)LR 9.8.6R(6) does not apply; and

(2)the annual financial reportmust include a statement as towhether the listed company has:

(a) complied throughout the ac-counting period with all relevantprovisions set out in the UK Cor-porate Governance Code pub-lished by the Financial ReportingCouncil in April 2016; or

(b) not complied throughout theaccounting period with all relev-ant provisions set out in the UKCorporate Governance Code pub-lished by the Financial ReportingCouncil in April 2016 and if so, set-ting out:

(i) those provisions, if any, it hasnot complied with;

(ii) in the case of provisionswhose requirements are of a con-tinuing nature, the period withinwhich, if any, it did not complywith some or all of those provi-sions; and

(iii) the company’s reasons fornon-compliance.




force force

9. LR 9.8.10R R In the case of an annual financial From 13 13 De-report of a listed company or a December cemberclosed-ended investment fund for 2019 to 30 2019an accounting period beginning June 2020before 1 January 2019:

(1)LR 9.8.10R does not apply; and

(2)the listed company must ensurethat the auditors review each ofthe following before the annualreport is published:

(a) LR 9.8.6R (3) (statements by thedirectors regarding going concernand longer-term viability); and

(b) the parts of the statement re-quired by LR 9.8.6R(6) (corporategovernance) that relate to the fol-lowing provisions of the UK Cor-porate Governance Code pub-lished by the Financial ReportingCouncil in April 2016:

(i) C.1.1;

(ii) C.2.1 and C.2.3; and

(iii) C.3.1 to C.3.8.

10. LR 15.6.6R(2) R In the case of an annual financial From 13 13 De-report of a closed-ended invest- December cemberment fund for an accounting 2019 to 30 2019period beginning before 1 Janu- June 2020ary 2019:

(1)LR 15.6.6R(2) does not apply;and

(2)a closed-ended investmentfund’s statement required by LR9.8.6R(6) need not include detailsabout the following principlesand provisions of the UK Corpor-ate Governance Code publishedby the Financial Reporting Councilin April 2016 except to the extentthat those principles or provisionsrelate specifically to non-execut-ive directors:

(a) Principle D.1 (including CodeProvisions D.1.1 to D.1.5): and

(b) Principle D.2 (including CodeProvisions D.2.1 to D.2.4).




LR Transitional Provisions in relation to DTR 7.3(Related party transactions)

Listing Rules

LR TR 14Transitional Provisions in relation to DTR 7.3 (Related partytransactions)

(2) Material towhich the (6) Handbook

transitional (5) Transitional provision:provision (4) Transitional provision: coming into


1. LR 9.2.6CR R A commercial From 10 June 10 June 2019company, 2019 to 31 De-

LR 9.2.6DR closed-ended cember 2020investmentLR 15.4.1Rfund or sover-

LR 21.4.1R eign con-trolled com-mercial com-pany withequity sharesthat have apremium list-ing on 10 June2019 is only re-quired to com-ply with LR9.2.6CR and LR9.2.6DR fromthe start ofthe financialyear begin-ning on orafter 10 June2019.

2. LR 14.3.25R R A company From 10 June 10 June 2019that has a 2019 to 31 De-

LR 14.3.26R standard list- cember 2020ing of equityshares (otherthan an open-ended invest-ment com-pany) on 10June 2019 isonly requiredto complywith LR14.3.25R and LR14.3.26R fromthe start ofthe financialyear begin-ning on or


LR Transitional Provisions in relation to DTR 7.3(Related party transactions)

(2) Material towhich the (6) Handbook

transitional (5) Transitional provision:provision (4) Transitional provision: coming into


after 10 June2019.

3. LR 21.8.17AR R A sovereign From 10 June 10 June 2019controlled 2019 to 31 De-

LR 21.8.17BR commercial cember 2020company withcertificatesrepresentingshares thathave a pre-mium listingon 10 June2019 is only re-quired to com-ply with LR21.8.17AR andLR 21.8.17BRfrom the startof the finan-cial year begin-ning on orafter 10 June2019.


LR Schedule 1[to follow]

Listing Rules

Schedule 1[to follow]

Sch 1[to follow]

■ Release 54 ● Sep 2020 www.handbook.fca.org.uk LR Sch 1/1


■ Release 54 ● Sep 2020www.handbook.fca.org.ukLR Sch 1/2


Listing Rules


Sch 2[to follow]





Listing Rules


Sch 3[to follow]




LR Schedule 4Powers exercised

Listing Rules

Schedule 4Powers exercised

Sch 4.1 G[deleted]

Sch 4.2 G[deleted]


LR Schedule 4Powers exercised



Listing Rules


Sch 5[to follow]




LR Schedule 6Rules that can be waived

Listing Rules

Schedule 6Rules that can be waived

Sch 6.1 GAs a result of section 138A of the Act (Modification or waiver of rules) the FCA has power towaive all its rules, other than rules made under section 137O (Threshold condition code),section 247 (Trust scheme rules), section 248 (Scheme particular rules), section 261I(Contractual scheme rules) or section 261J (Contractual scheme particulars rules) of the Act.However, if the rules incorporate requirements laid down in European directives, it will notbe possible for the FCA to grant a waiver that would be incompatible with the UnitedKingdom's responsibilities under those directives.

Sch 6.2 GIn addition section 82 (Exemptions from disclosure) of the Act provides the FCA withdiscretion to authorise omissions from disclosure requirements derived from the ConsolidatedAdmissions and Reporting Directive in the circumstances specified in that section.


LR Schedule 6Rules that can be waived


Documents

Listing Rules - Home - FCA HandbookListing Rules LR TR 9 Transitional Provision for a company that has a premium listing of equity shares but does not comply with LR 9.2.20R (2) Material