Secondary listing of overseas companies

Part

LR Listing Rules

Chapter

Secondary listing of overseas companies

Printed on: 02/05/2025

Rulebook at: 06/01/2007

LR 14

Secondary listing of overseas companies

LR 14.1

Application

01/07/2005

LR 14.1.1

This chapter applies to an overseas company with, or applying for, a secondary listing of equity securities.

01/07/2005

LR 14.2

Requirements for listing

01/07/2005

LR 14.2.1

An applicant which is applying for a secondary listing of equity securities must comply with all of LR 2 (Requirements for listing- all securities).

01/07/2005

Shares in public hands

LR 14.2.2

(1) If an application is made for the admission of a class of shares, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public in one or more EEA States.
(2) For the purposes of paragraph (1), account may also be taken of holders in one or more states that are not EEA States, if the shares are listed in the state or states.
(3) For the purposes of paragraph (1), a sufficient number of shares will be taken to have been distributed to the public when 25% of the shares for which application for admission has been made are in public hands.
(4) For the purposes of paragraphs (1), (2) and (3), shares are not held in public hands if they are held, directly or indirectly by:

(a) a director of the applicant or of any of its subsidiary undertakings;
(b) a person connected with a director of the applicant or of any of its subsidiary undertakings;
(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;
(d) any person who under any agreement has a right to nominate a person to the board of directors of the applicant; or
(e) any person or persons in the same group who have an interest in 5% or more of the shares of the relevant class.

(5) For the purposes of paragraph (3), treasury shares are not to be taken into consideration when calculating the number of shares of the class.

[Note: Article 48 CARD]

01/07/2005

LR 14.2.3

The FSA may modify LR 14.2.2 R to accept a percentage lower than 25% if it considers that the market will operate properly with a lower percentage in view of the large number of shares of the same class and the extent of their distribution to the public.

[Note: Article 48 CARD]

01/07/2005

Shares of a non-EEA company

LR 14.2.4

The FSA will not admit shares of a company incorporated in a non-EEA State that are not listed either in its country of incorporation or in the country in which a majority of its shares are held, unless the FSA is satisfied that the absence of the listing is not due to the need to protect investors.

[Note: Article 51 CARD]

01/07/2005

Listing applications

LR 14.2.5

An overseas issuer applying for a secondary listing of equity securities will need to comply with LR 3 (Listing applications).

01/07/2005

LR 14.2.6

An overseas issuer with a secondary listing of equity securities applying for a primary listing of its securities must:

(1) comply with LR 3 as if it were a new applicant; and
(2) comply with LR 6 to LR 13.

01/07/2005

LR 14.3

Continuing obligations

01/07/2005

Admission to trading

LR 14.3.1

The listed equity securities of an overseas company must be admitted to trading on an RIE's market for listed securities at all times.

01/07/2005

Shares in public hands

LR 14.3.2

(1) An overseas company must comply with LR 14.2.2 R at all times.
(2) An overseas company that no longer complies with LR 14.2.2 R must notify the FSA as soon as possible of its non-compliance.

01/07/2005

LR 14.3.3

An overseas company should consider LR 5.2.2G (2) in relation to its compliance with LR 14.2.2 R.

01/07/2005

Further issues

LR 14.3.4

Where equity security of the same class as equity securities that are listed are allotted, an application for admission to listing of such equity securities must be made as soon as possible and in any event within one year of the allotment.

[Note: Article 64 CARD]

01/07/2005

Amendments to constitution

LR 14.3.5

An overseas company must lodge two copies of any proposed amendment to its constitution with the FSA by no later than when it sends the notice convening the meeting to decide on the amendment.

[Note: Article 66 CARD]

01/07/2005

Copies of documents

LR 14.3.6

An overseas company must forward to the FSA, for publication through the document viewing facility, two copies of:

(1) all circulars, notices, reports or other documents to which the listing rules apply, at the same time as any such documents are issued; and
(2) all resolutions passed by the company other than resolutions concerning ordinary business at an annual general meeting, as soon as possible after the relevant general meeting.

01/07/2005

LR 14.3.7

(1) An overseas company must notify a RIS as soon as possible when a document has been forwarded to the FSA under LR 14.3.6 R unless the full text of the document is provided to the RIS.
(2) A notification made under paragraph (1) must set out where copies of the relevant document can be obtained.

01/07/2005

Contact details

LR 14.3.8

An overseas company must ensure that the FSA is provided with up to date contact details of appropriate persons nominated by it to act as the first point of contact with the FSA in relation to the overseas company's compliance with the listing rules and the disclosure rules and transparency rules, as applicable.

01/07/2005

Temporary documents of title (including renounceable documents)

LR 14.3.9

An overseas company must ensure that any temporary document of title (other than one issued in global form) for an equity security:

(1) is serially numbered;
(2) states where applicable:

(a) the name and address of the first holder and names of joint holders (if any);
(b) the pro rata entitlement;
(c) the last date on which transfers were or will be accepted for registration for participation in the issue;
(d) how the equity securities rank for dividend or interest;
(e) the nature of the document of title and proposed date of issue;
(f) how fractions (if any) are to be treated; and
(g) for a rights issue, the time, being not less than 21 days, in which the offer may be accepted, and how equity securities not taken up will be dealt with; and

(3) if renounceable:

(a) states in a heading that the document is of value and negotiable;
(b) advises holders of equity securities who are in any doubt as to what action to take to consult appropriate independent advisers immediately;
(c) states that where all of the equity securities have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser;
(d) has the form of renunciation and the registration instructions printed on the back of, or attached to, the document;
(e) includes provision for splitting (without fee) and for split documents to be certified by an official of the overseas company or authorised agent;
(f) provides for the last day for renunciation to be the second business day after the last day for splitting; and
(g) if at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash.

01/07/2005

Definitive documents of title

LR 14.3.10

An overseas company must ensure that any definitive document of title for an equity security (other than a bearer security) includes the following matters on its face (or on the reverse in the case of (5) and (7)):

(1) the authority under which the overseas company is constituted and the country of incorporation and registered number (if any);
(2) the number or amount of equity securities the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);
(3) a footnote stating that no transfer of the equity security or any portion of it represented by the certificate can be registered without production of the certificate;
(4) if applicable, the minimum amount and multiples thereof in which the equity security is transferable;
(5) the date of the certificate;
(6) for a fixed income security, the interest payable and the interest payment dates and on the reverse (with reference shown on the face) an easily legible summary of the rights as to redemption or repayment and (where applicable) conversion; and
(7) for shares with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion.

01/07/2005

Disclosure and Transparency Rules

LR 14.3.11

An overseas company, whose securities are admitted to trading on a regulated market in the United Kingdom, should consider its obligations under the disclosure rules and transparency rules.

01/07/2005

Equality of treatment

LR 14.3.12

An overseas company must ensure equality of treatment for all holders of its equity securities who are in the same position.

[Note: Article 65(1) CARD]

01/07/2005

LR 14.3.13

LR 14.3.12 R includes the obligation to post all circulars to overseas holders.

01/07/2005

Prescribed information to holders

LR 14.3.14

An overseas company must ensure that at least in each EEA state in which its equity securities are listed all the necessary facilities and information are available to enable holders to exercise their rights. In particular it must:

(1) inform holders of meetings which they are entitled to attend;
(2) enable them to exercise their vote, where applicable; and
(3) publish notices or distribute circulars giving information on:

(a) the allocation and payment of dividends and/or interest;
(b) the issue of new equity securities, including arrangements for the allotment, subscription, conversion or exchange of such securities; and
(c) redemption or repayment of the equity securities. [Note: Article 65(2) CARD]

01/07/2005

Registrar

LR 14.3.15

An overseas company must appoint a registrar in the United Kingdom if:

(1) there are 200 or more holders resident in the United Kingdom; or
(2) 10% or more of the equity securities are held by persons resident in the United Kingdom.

01/07/2005

LR 14.3.16

An overseas company is not required to comply with LR 14.3.15 R if the company provides financial services and itself performs the functions of a registrar in the United Kingdom.

[Note: Article 65(2) CARD]

01/07/2005

Notifications relating to capital

LR 14.3.17

An overseas company must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital:

(1) any proposed change in its capital structure including the structure of its listed debt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress;
(2) any change in the rights attaching to any class of its listed equity securities or to any of its securities which are convertible into equity shares;
(3) any redemption of listed equity securities including details of the number of equity securities redeemed and the number of equity securities of that class outstanding following the redemption;
(4) the basis of equity securities offered:

(a) generally to the public for cash; or
(b) by way of an open offer to shareholders;

(5) any extension of time granted for the currency of temporary documents of title;
(6) the effect, if any, of any issue of further securities on the terms of exercise of rights under options, warrants and other securities convertible into equity shares; and
(7) the results of any new issue of listed equity securities or of a public offering of existing shares or other equity securities.

01/07/2005

LR 14.3.18

Where the equity securities are subject to an underwriting agreement an overseas company may, at its discretion and subject to DTR 2 (Disclosure and control of inside information by issuers), delay notifying a RIS as required by LR 14.3.17R (7) for up to two business days until the obligation by the underwriter to take or procure others to take equity securities is finally determined or lapses. In the case of an issue or offer of equity securities which is not underwritten, notification of the result must be made as soon as it is known.

01/07/2005

Notification of major interests in shares

LR 14.3.19

(1) An overseas company that is incorporated in a non-EEA state must notify a RIS of the information set out in paragraph (2) when it becomes aware that a person or entity has acquired or disposed of a number of shares in the overseas company such that the person's or entitys holding of the voting rights of the company (determined in accordance with Article 92 CARD) reaches, exceeds or falls below 10%, 20%, one third or 50% and two thirds of the total voting rights.

06/01/2007

LR 14.3.20

The notification required by LR 14.3.19 R must be made as soon as possible and in any event by 7:30 a.m. on the business day following the date on which the company becomes aware of the acquisition or disposal.

01/07/2005

LR 14.3.21

An overseas company that is incorporated in an EEA state must notify a RIS as soon as possible and in any event by 7.30 a.m. on the business day following receipt of the information of details of the interests of which the company is aware in the shares of the company as communicated to the company pursuant to the law of its country of incorporation and (if different) the requirements of the competent authority of the EEA State where the company has a listing.

[Note: Article 68(3) CARD]

01/07/2005

LR 14.4

Continuing obligations financial information

01/07/2005

Annual report and accounts

LR 14.4.1

(1) An overseas company must publish its annual report and accounts as soon as possible after they have been approved.
(2) An overseas company must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.

01/07/2005

LR 14.4.2

The annual report and accounts must:

(1) have been prepared in accordance with the overseas company's national law and, in all material respects, with national accounting standards or IAS;
(2) have been independently audited and reported on, in accordance with:

(a) the auditing standards applicable in an EEA State; or
(b) an equivalent auditing standard;

(3) be in consolidated form if the overseas company has subsidiary undertakings; and
(4) if they do not give a true and fair view of the state of affairs, profit or loss and cash flows of the group, provide more detailed and additional information. [Note: Article 67 CARD]

01/07/2005

LR 14.4.3

An overseas company must publish both own accounts and consolidated accounts if the own accounts contain additional significant information.

[Note: Article 67(2) CARD]

01/07/2005

LR 14.4.4

The annual report and accounts must:

(1) include particulars of the interest of each director and major shareholder in the overseas company's equity share capital;
(2) include the information necessary to enable holders of the overseas company's equity securities resident in the United Kingdom to obtain any relief from United Kingdom taxation to which they are entitled in respect of their holdings;
(3) have attached the auditors report required by LR 14.4.2R (2); and
(4) be circulated, together with a copy of the auditors report, to all holders of the company's listed equity securities in the United Kingdom.

01/07/2005

LR 14.4.5

If any of its listed equity securities are in bearer form, an overseas company must insert an advertisement in two newspapers published in the United Kingdom stating a time and place in the City of London at which copies of the annual report and accounts and auditors report may be obtained without charge.

01/07/2005

LR 14.4.6

The auditors report required by LR 14.4.2R (2) must indicate whether the accounts give a true and fair view of:

(1) in the case of the overseas company's accounts, the state of affairs at the end of the financial year and the profit or loss and changes in the financial position for the financial year;
(2) where consolidated accounts are required, the state of affairs at the end of the financial year and profit or loss and changes in the financial position of the overseas company and its subsidiary undertakings for the financial year.

01/07/2005

LR 14.4.7

An auditors report of an overseas company that is a banking or insurance company should make clear whether or not profits have been stated before transfers to or from undisclosed reserves.

01/07/2005

Half-yearly reports

LR 14.4.8

An overseas company must prepare a half-yearly report, on a group basis where relevant, on its activities and profit or loss for the first six months of each financial year.

[Note: Article 70 CARD]

01/07/2005

LR 14.4.9

An overseas company must either:

(1) send the half-yearly report to holders of its listed equity securities; or
(2) insert the half-yearly report, as a paid advertisement, in at least one national newspaper. [Note: Article 102(2) CARD]

01/07/2005

LR 14.4.10

The half-yearly report must be published within four months of the end of the period to which it relates.

[Note: Article 72 CARD]

01/07/2005

LR 14.4.11

Where an overseas company's shares are listed in another EEA State, a company must simultaneously send the competent authority of each of those other member states a copy of the half-yearly report.

[Note: Article 102(2) CARD]

01/07/2005

LR 14.4.12

Where the half-yearly report is not prepared on a basis consistent with that of the annual accounts, the half-yearly report must include a statement that, in the opinion of the overseas company's directors, the report enables investors to make an informed assessment of the results and activities of the group for the period.

01/07/2005

LR 14.4.13

An overseas company that is incorporated in a non-EEA State that is required to publish a half-yearly report in its country of incorporation, may seek authorisation from the FSA to publish that report instead of the report required by LR 14.4.8 R

01/07/2005