Sponsors: Premium listing

Part

LR Listing Rules

Chapter

Sponsors: Premium listing

Printed on: 17/05/2024

Rulebook at: 01/01/2013

LR 8

Sponsors: Premium listing

LR 8.1

Application

01/07/2005

Sponsors and applicants

LR 8.1.1

A sponsor and a person which is applying for approval as a sponsor must comply with:

(1) LR 8.3 to LR 8.4; and
(2) LR 8.6 to LR 8.7.

01/07/2005

Listed companies and applicants

LR 8.1.2

A company with, or applying for, a premium listing must comply with LR 8.2 (When a sponsor must be appointed or its guidance obtained) and LR 8.5 (Responsibilities of listed companies).

06/04/2010

LR 8.2

When a sponsor must be appointed or its guidance obtained

06/02/2009

When a sponsor must be appointed

LR 8.2.1

A company with, or applying for, a premium listing of its equity shares must appoint a sponsor on each occasion that it:

(1) is required to submit any of the following documents to the FSA in connection with an application for admission of equity shares to premium listing:

(a) a prospectus or equivalent document; or
(b) a certificate of approval from another competent authority; or
(c) a summary document as required by PR 1.2.3R (8); or
(d) listing particulars referred to in LR 15.3.3 R or LR 16.3.4 R; or

(2) is required to submit to the FSA a class 1 circular for approval; or
(3) is required to submit to the FSA a circular that proposes a reconstruction or a refinancing which is required by LR 9.5.12 R to include a working capital statement; or
(4) is required to submit to the FSA a circular for the proposed purchase of own shares: which is required by LR 13.7.1R (2) to include a working capital statement; or
[Note: This does not include a circular issued by a closed-ended investment company.]
(5) is required to do so by the FSA because it appears to the FSA that there is, or there may be, a breach of the listing rules, the disclosure rules or the transparency rules by the listed company; or
(6) is required by LR 11.1.10R (2)(b) to provide the FSA with a confirmation that the terms of the proposed related party transaction are fair and reasonable; or
(7) is required to submit to the FSA a related party circular which is required by LR 13.6.1R (5) to include a statement by the board that the transaction or arrangement is fair and reasonable; or
(8) is required by LR 8.4.3R (4) to submit to the FSA a letter from a sponsor in relation to the applicant's eligibility; or
(9) is required to make an announcement or request a suspension in connection with a reverse takeover under LR 5.6.6 R; or
(10) provides to the FSA a disclosure regime confirmation in connection with a reverse takeover under LR 5.6.12 G (1); or
(11) makes a disclosure announcement in connection with a reverse takeover under LR 5.6.15 G that contains a declaration described in LR 5.6.15 G (3) or LR 5.6.15 G (4); or
(12) submits to the FSA a letter in relation to the issuer's eligibility in connection with a reverse takeover under LR 5.6.23 G (2); or
(13) provides confirmation to the FSA of its severe financial difficulty for the purposes of LR 10.8.3G (2); or
(14) is required to provide an assessment of the appropriateness of an investment exchange or multilateral trading facility under LR 13.5.27B R.

31/12/2012

LR 8.2.1A

A company must appoint a sponsor where it applies to transfer its category of equity shares' listing from:

(1) a standard listing (shares) to a premium listing (commercial company); or
(2) a standard listing (shares) to a premium listing (investment company); or
(3) a premium listing (investment company) to a premium listing (commercial company); or
(4) a premium listing (commercial company) to a premium listing (investment company).

06/04/2010

Other transactions where a company with a premium listing must obtain a sponsor's guidance

LR 8.2.2

If a company with a premium listing is proposing to enter into a transaction which due to its size or nature could amount to a class 1 transaction or a reverse takeover it must obtain the guidance of a sponsor to assess the application of the listing rules, the disclosure rules and the transparency rules.

31/12/2012

LR 8.2.3

If a company with a premium listing is proposing to enter into a transaction which is, or may be, a related party transaction it must obtain the guidance of a sponsor in order to assess the application of the listing rules, the disclosure rules and the transparency rules.

31/12/2012

LR 8.3

Role of a sponsor: general

01/07/2005

Responsibilities of a sponsor

LR 8.3.1

A sponsor must in relation to a sponsor service:

(1) referred to in LR 8.2.1R (1) to (4), LR 8.2.1R (11), LR 8.2.1A R and, where relevant LR 8.2.1R (5), provide assurance to the FSA when required that the responsibilities of the company with or applying for a premium listing of its equity shares under the listing rules have been met;
(1A) provide to the FSA any explanation or confirmation in such form and within such time limit as the FSA reasonably requires for the purposes of ensuring that the listing rules are being complied with by a company with or applying for a premium listing of its equity shares; and
(2) guide the company with or applying for a premium listing of its equity shares in understanding and meeting its responsibilities under the listing rules, the disclosure rules and the transparency rules.

31/12/2012

LR 8.3.1A

A sponsor must, for so long as it provides a sponsor service:

(1) take such reasonable steps as are sufficient to ensure that any communication or information it provides to the FSA in carrying out the sponsor service is, to the best of its knowledge and belief, accurate and complete in all material respects; and
(2) as soon as possible provide to the FSA any information of which it becomes aware that materially affects the accuracy or completeness of information it has previously provided.

31/12/2012

LR 8.3.1B

Where a sponsor provides information to the FSA which is or is based on information it has received from a third party, in assessing whether a sponsor has complied with its obligations in LR 8.3.1AR (1) the FSA will have regard, amongst other things, to whether a sponsor has appropriately used its own knowledge, judgment and expertise to review and challenge the information provided by the third party.

31/12/2012

LR 8.3.2

The sponsor will be the main point of contact with the FSA for any matter referred to in LR 8.2. The FSA expects to discuss all issues relating to a transaction and any draft or final document directly with the sponsor. However, in appropriate circumstances, the FSA will communicate directly with the company with or applying for a premium listing of its equity shares, or its advisers.

31/12/2012

LR 8.3.2A

A sponsor remains responsible for complying with LR 8.3 even where a sponsor relies on the company with or applying for a premium listing of its equity shares or a third party when providing an assurance or confirmation to the FSA.

31/12/2012

Principles for sponsors: due care and skill

LR 8.3.3

A sponsor must in relation to a sponsor service act with due care and skill.

06/02/2009

Principles for sponsors: duty regarding directors of listed companies

LR 8.3.4

Where, in relation to a sponsor service, a sponsor gives any guidance or advice to a listed company or applicant on the application or interpretation of the listing rules or disclosure rules and transparency rules, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed company understand their responsibilities and obligations under the listing rules and disclosure rules and transparency rules.

06/10/2009

Principles for sponsors: standard of conduct

LR 8.3.5

A sponsor must at all times (whether in relation to a sponsor service or otherwise):

(1) deal with the FSA in an open and co-operative way; and
(2) deal with all enquiries raised by the FSA promptly.
(3) [deleted]

06/02/2009

LR 8.3.5A

If, in connection with the provision of a sponsor service, a sponsor becomes aware that it, or a company with or applying for a premium listing of its equity shares is failing or has failed to comply with its obligations under the listing rules, the disclosure rules or the transparency rules, the sponsor must promptly notify the FSA.

31/12/2012

LR 8.3.5B

A sponsor must, in relation to a sponsor service, act with honesty and integrity.

31/12/2012

LR 8.3.6

(1) [deleted]
(2) [deleted]
(3) [deleted]

06/02/2009

LR 8.3.7

(1) [deleted]

(2) [deleted]

06/02/2009

Principles for sponsors: identifying and managing conflicts

LR 8.3.7A

The purpose of LR 8.3.7B R to LR 8.3.12A G is to ensure that conflicts of interest do not adversely affect:

(1) the ability of a sponsor to perform its functions properly under this chapter; or
(2) market confidence in sponsors.

31/12/2012

LR 8.3.7B

A sponsor must take all reasonable steps to identify conflicts of interest that could adversely affect its ability to perform its functions properly under this chapter.

06/02/2009

LR 8.3.8

In identifying conflicts of interest, sponsors should also take into account circumstances that could:

(1) create a perception in the market that a sponsor may not be able to perform its functions properly; or
(2) compromise the ability of a sponsor to fulfil its obligations to the FSA in relation to the provision of a sponsor service.

31/12/2012

LR 8.3.9

A sponsor must take all reasonable steps to put in place and maintain effective organisational and administrative arrangements that ensure conflicts of interest do not adversely affect its ability to perform its functions properly under this chapter.

06/02/2009

LR 8.3.10

Disclosure of a conflict of interest will not usually be considered to be an effective organisational or administrative arrangement for the purpose of LR 8.3.9 R.

06/02/2009

LR 8.3.11

If, in relation to a sponsor service, a sponsor is not reasonably satisfied that its organisational and administrative arrangements will ensure that a conflict of interest will not adversely affect its ability to perform its functions properly under this chapter, it must decline or cease to provide the sponsor services.

31/12/2012

LR 8.3.12

LR 8.3.11 R recognises that there will be some conflicts of interest that cannot be effectively managed. Providing sponsor services in those cases could adversely affect both a sponsor's ability to perform its functions and market confidence in the sponsor regime. If in doubt about whether a conflict can be effectively managed a sponsor should discuss the issue with the FSA before it decides if it can provide a sponsor service.

06/02/2009

LR 8.3.12A

LR 8.3.7B R, LR 8.3.9 R and LR 8.3.11 R apply for so long as the sponsor provides a sponsor service.

31/12/2012

Principles for sponsors: acting for another sponsor

LR 8.3.13

The requirements in this section apply to a sponsor that acts for another sponsor. The delegating sponsor is not relieved of its obligations under this section or elsewhere in LR 8.

[Note: See LR 8.7.16 R to LR 8.7.18 R which deal with delegation of functions.]

06/02/2009

Principles for sponsors: joint sponsors

LR 8.3.14

If a listed company or applicant appoints more than one sponsor to provide sponsor services in relation to a transaction then:

(1) the appointment does not relieve either of the appointed sponsors of their obligations under LR 8; and
(2) the sponsors are each responsible for complying with the obligations under this section and elsewhere in LR 8 in relation to the transaction.

06/02/2009

LR 8.4

Role of a sponsor: transactions

01/07/2005

Application for admission: new applicants

LR 8.4.1

LR 8.4.2 R to LR 8.4.4 G apply in relation to an application for admission of equity shares to premium listing if an applicant does not have equity shares already admitted to premium listing and LR 6.1.1 R does not apply because of the operation of LR 6.1.1A R, and:

(1) the production of a prospectus or equivalent document is required; or
(2) the application is accompanied by a certificate of approval from another competent authority; or
(3) the application is accompanied by a summary document as required by PR 1.2.3R (8); or
(4) the production of listing particulars is required in the circumstances referred to in LR 15.3.3 R or LR 16.3.4 R.

31/12/2012

LR 8.4.2

A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:

(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;
(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is not, or will not be, the United Kingdom;
(3) the directors of the applicant have established procedures which enable the applicant to comply with the listing rules and the disclosure rules and transparency rules on an ongoing basis;
(4) the directors of the applicant have established procedures which provide a reasonable basis for them to make proper judgments on an ongoing basis as to the financial position and prospects of the applicant and its group; and
(5) the directors of the applicant have a reasonable basis on which to make the working capital statement required by LR 6.1.16 R.

06/10/2009

New applicants: procedure

LR 8.4.3

A sponsor must:

(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:

(a) on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or
(b) at a time agreed with the FSA, if the FSA is not approving the prospectus or if it is determining whether a document is an equivalent document;

(2) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the FSA by 9 a.m. on the day the FSA is to consider the application;
(3) ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering:

(a) the application for listing; and
(b) whether the admission of the equity shares would be detrimental to investors' interests;

have been disclosed with sufficient prominence in the prospectus or equivalent document or otherwise in writing to the FSA; and
(4) submit a letter to the FSA setting out how the applicant satisfies the criteria in LR 2 (Requirements for listing - all securities), LR 6 (Additional requirements for premium listing (commercial company)) and, if applicable, LR 15 or LR 16, no later than when the first draft of the prospectus or listing particulars is submitted (or, if the FSA is not approving a prospectus or if it is determining whether a document is an equivalent document, at a time to be agreed with the FSA).

[Note: the Sponsor's Declaration on an Application for Listing, the Shareholder Statement and the Pricing Statement forms can be found on the UKLA section of the FSA website.]

06/04/2010

LR 8.4.4

Depending on the circumstances of the case, a sponsor providing services to an applicant on an application for admission to listing may have to confirm in writing to the FSA that the board of the applicant has allotted the equity shares.

[Note: see LR 3.3.4 R]

06/04/2010

LR 8.4.5

(1) [deleted]
(2) [deleted]
(3) [deleted]

06/02/2009

LR 8.4.6

(1) [deleted]

(a) [deleted]
(b) [deleted]

(2) [deleted]

06/02/2009

Application for admission: further issues

LR 8.4.7

LR 8.4.8 R to LR 8.4.10 G apply in relation to an application for admission of equity shares of an applicant that has equity shares already listed or in circumstances in which LR 6.1.1A R applies.

31/12/2012

LR 8.4.8

A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3 (Listing applications), unless it has come to a reasonable opinion, after having made due and careful enquiry, that:

(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;
(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is not, or will not be, the United Kingdom; and
(3) the directors of the applicant have a reasonable basis on which to make the working capital statement required by LR 6.1.16 R or a qualified working capital statement in accordance with LR 6.1.17 G (as the case may be).

06/08/2007

Further issues: procedure

LR 8.4.9

A sponsor must:

(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:

(a) on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or
(b) at a time agreed with the FSA if the FSA is not approving the prospectus or if it is determining whether a document is an equivalent document;

(2) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the FSA by 9 a.m. on the day the FSA is to consider the application; and
(3) ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering the application for listing have been disclosed with sufficient prominence in the prospectus or equivalent document or otherwise in writing to the FSA.

Note: The Sponsor's Declaration on an Application for Listing, the Shareholder Statement and the Pricing Statement forms can be found on the UKLA section of the FSA's website.

06/02/2009

LR 8.4.10

Depending on the circumstances of the case, a sponsor providing services to an applicant on an application for admission to listing may have to confirm in writing to the FSA the number of equity shares to be allotted or admitted.

[Note: see LR 3.3]

06/04/2010

Class 1 circulars, refinancing and purchase of own equity shares

LR 8.4.11

LR 8.4.12 R to LR 8.4.13 R apply in relation to transactions involving an issuer with a premium listing of equity shares that:

(1) is required to produce a class 1 circular; or
(2) is producing a circular that proposes a reconstruction or a re-financing which does not constitute a class 1 transaction; or
(3) is producing a circular for the proposed purchase of own shares;

(a) which does not constitute a class 1 circular; and
(b) is required by LR 13.7.1R (2) to include a working capital statement.

06/04/2010

LR 8.4.12

A sponsor must not submit to the FSA, on behalf of a listed company, an application for approval of a circular regarding a transaction set out in LR 8.4.11 R, unless the sponsor has come to a reasonable opinion, after having made due and careful enquiry, that:

(1) the listed company has satisfied all requirements of the listing rules relevant to the production of a class 1 circular or other circular;
(2) the transaction will not have an adverse impact on the listed company's ability to comply with the listing rules or the disclosure rules and transparency rules; and
(3) the directors of the listed company have a reasonable basis on which to make the working capital statement required by LR 9.5.12 R, LR 13.4.1 R or LR 13.7.1 R.

06/10/2009

Circulars: procedure

LR 8.4.13

A sponsor acting on a transaction falling within LR 8.4.11 R must:

(1) submit a completed Sponsor's Declaration for the Production of a Circular to the FSA on the day the circular is to be approved by the FSA and prior to the time the circular is approved;
(2) submit a completed Pricing Statement, if applicable, to the FSA by 9 a.m on the day the FSA is to consider the application; and
(3) ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering the transaction have been disclosed with sufficient prominence in the documentation or otherwise in writing to the FSA.

Note: The Sponsor's Declaration for the Production of a Circular and the Pricing Statement forms can be found on the UKLA section of the FSA website.

01/07/2005

Applying for transfer between listing categories

LR 8.4.14

In relation to a proposed transfer under LR 5.4A, if a sponsor is appointed in accordance with LR 8.2.1A R, it must:

(1) submit a letter to the FSA setting out how the issuer satisfies each listing rule requirement relevant to the category of listing to which it wishes to transfer, by no later than when the first draft of the circular or announcement required under LR 5.4A is submitted;
(2) submit a completed Sponsor's Declaration for a Transfer of Listing to the FSA for the proposed transfer on the day the circular or announcement is to be approved by the FSA and before it is approved; and
(3) ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering the transfer between listing categories have been disclosed with sufficient prominence in the circular or announcement referred to in LR 5.4A or otherwise in writing to the FSA.

[Note: The Sponsor's Declaration for a Transfer of Listing can be found on the UKLA section of the FSA website.]

31/12/2012

LR 8.4.15

A sponsor must not submit to the FSA on behalf of an issuer a final circular or announcement for approval or a Sponsor's Declaration for a Transfer of Listing, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:

(1) the issuer satisfies all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer;
(2) the issuer has satisfied all requirements relevant to the production of the circular required under LR 5.4A.4 R or the announcement required under LR 5.4A.5 R (whichever is relevant);
(3) the directors of the issuer have established procedures which enable the issuer to comply with the listing rules, the disclosure rules and the transparency rules on an ongoing basis;
(4) the directors of the issuer have established procedures which provide a reasonable basis for them to make proper judgments on an ongoing basis as to the financial position and prospects of the issuer and its group; and
(5) the directors of the issuer have a reasonable basis on which to make the working capital statement (if any) required in connection with the transfer.

31/12/2012

LR 8.4.16

LR 8.4.15R (3), LR 8.4.15R (4) and LR 8.4.15R (5) do not apply in relation to an issuer that was required to meet these requirements under its existing listing category.

06/04/2010

Reverse takeovers

LR 8.4.17

A sponsor acting on a reverse takeover where the issuer decides to make a disclosure announcement under LR 5.6.15 G must:

(1) submit to the FSA under LR 5.6.17 R a completed Sponsor's Declaration for a Reverse Takeover Announcement;
(2) not submit to the FSA the Sponsor's Declaration for a Reverse Takeover Announcement unless it has come to a reasonable opinion, after having made due and careful enquiry, that it is reasonable for the issuer to provide the declarations described in LR 5.6.15 G (3) and LR 5.6.15 G (4); and
(3) ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FSA in considering a proposed disclosure announcement under LR 5.6.15 G have been disclosed with sufficient prominence in the announcement or otherwise in writing to the FSA.

[Note: The Sponsor's Declaration for a Reverse Takeover Announcement can be found on the UKLA section of the FSA website.]

31/12/2012

LR 8.5

Responsibilities of listed companies

01/07/2005

Notifications to FSA

LR 8.5.1

A listed company or applicant must ensure that the FSA is informed promptly of the name and contact details of any sponsor appointed in accordance with the listing rules (either by the listed company or applicant or by the sponsor itself).

06/02/2009

LR 8.5.2

(1) A listed company or applicant must notify the FSA in writing immediately of the resignation or dismissal of any sponsor that it had appointed.
(2) In the case of a dismissal, the reasons for the dismissal must be included in the notification.
(3) The notification must be copied to the sponsor.

01/07/2005

Listed company appoints more than one sponsor

LR 8.5.3

Where a listed company or applicant appoints more than one sponsor, the company must:

(1) ensure that one of the sponsors that is appointed takes primary responsibility for contact with the FSA in respect of the entire application or transaction; and
(2) inform the FSA, in writing, of the name and contact details of the sponsor taking responsibility under LR 8.5.3R (1).

06/02/2009

Cooperation with sponsors

LR 8.5.6

In relation to the provision of a sponsor service, a company with or applying for a premium listing of its equity shares must cooperate with its sponsor by providing the sponsor with all information reasonably requested by the sponsor for the purpose of carrying out the sponsor service in accordance with LR 8.

31/12/2012

LR 8.6

Criteria for approval as a sponsor

01/07/2005

List of sponsors

LR 8.6.1

The FSA will maintain a list of sponsors on its website.

01/07/2005

Application for approval as a sponsor

LR 8.6.2

A person wanting to provide sponsor services, and to be included on the list of sponsors, must apply to the FSA for approval as a sponsor by submitting the following to the Sponsor Supervision Team at the FSA address:

(1) a completed Sponsor Firm Application Form; and
(2) [deleted]
(3) the application fee set out in FEES 3.

[Note: The Sponsor's Firm Application Form can be found on the UKLA section of the FSA's website.]

06/02/2009

LR 8.6.3

A person wanting to provide sponsor services and be included on the list of sponsors must also submit:

(1) all additional documents, explanations and information as required by the FSA; and
(2) verification of any information in such a manner as the FSA may specify.

06/02/2009

LR 8.6.4

When considering an application for approval as a sponsor the FSA may:

(1) carry out any enquiries and request any further information which it considers appropriate, including consulting other regulators;
(2) request that the applicant or its specified representative answer questions and explain any matter the FSA considers relevant to the application; and
(3) take into account any information which it considers appropriate in relation to the application.
(4) [deleted]

[Note: The decision-making procedures that the FSA will follow when it considers whether to refuse an application for approval as a sponsor are set out in DEPP.]

31/12/2012

Criteria for approval as a sponsor

LR 8.6.5

The FSA will approve a person as a sponsor only if it is satisfied that the person:

(1) is an authorised person or a member of a designated professional body;
(2) is competent to perform sponsor services; and
(3) has appropriate systems and controls in place to ensure that it can carry out its role as a sponsor in accordance with this chapter.

06/02/2009

LR 8.6.6

A sponsor must comply, at all times, with the criteria set out in LR 8.6.5 R.

01/07/2005

Competence of a sponsor

LR 8.6.7

A person will be competent to provide sponsor services if it has a broad range of relevant experience and expertise in providing advice to listed companies and on the listing rules.

06/02/2009

LR 8.6.8

(1) [deleted]
(2) [deleted]
(3) [deleted]

06/02/2009

LR 8.6.9

(1) [deleted]
(2) [deleted]

(a) [deleted]
(b) [deleted]

(3) [deleted]

06/02/2009

LR 8.6.9A

In assessing whether a person is competent to provide, or to continue to provide, sponsor services, the FSA will generally have regard amongst other things to the person's:

(1) prior relevant experience of providing sponsor services;
(2) skills, knowledge and expertise necessary for the proper performance of sponsor services; and
(3) prior corporate finance experience.

06/02/2009

LR 8.6.9B

In assessing whether a person is competent to provide, or to continue to provide, sponsor services, the FSA may also take into account, where relevant, the quality of any guidance or advice on the listing rules or disclosure rules and transparency rules the person has given in circumstances other than in providing sponsor services.

06/10/2009

Systems and controls: general

LR 8.6.12

A sponsor will generally be regarded as having appropriate systems and controls if there are:

(1) clear and effective reporting lines in place (including clear and effective management responsibilities);
(2) effective systems and controls for the appropriate supervision of employees engaged in the provision of sponsor services by the sponsor;
(3) effective systems and controls to ensure its compliance with all applicable listing rules at all times, including when performing sponsor services;
(4) [deleted]
(5) [deleted]
(6) effective systems and controls to ensure that it has appropriate staffing arrangements for the performance of sponsor services with due care and skill;
(7) effective systems and controls to ensure that employees engaged in the provision of sponsor services by the sponsor receive appropriate guidance and training for the performance of those services with due care and skill; and
(8) effective systems and controls to identify and manage conflicts of interest.

31/12/2012

LR 8.6.13

The nature and extent of the systems and controls which a sponsor will need to maintain will depend upon a variety of factors including:

(1) the nature, scale and complexity of its business;
(2) the diversity of its operations;
(3) the volume and size of the transactions it undertakes;
(4) the volume and size of the transactions it anticipates undertaking in the following year; and
(5) the degree of risk associated with the transactions it undertakes.

06/02/2009

Systems and controls: conflicts of interest

LR 8.6.13A

A sponsor will generally be regarded as having appropriate systems and controls for identifying and managing conflicts if it has in place effective policies and procedures:

(1) to ensure that decisions taken on managing conflicts of interest are taken by appropriately senior staff and on a timely basis;
(2) to monitor whether arrangements put in place to manage conflicts are effective; and
(3) to ensure that individuals within the sponsor are appropriately trained to enable them to identify, escalate and manage conflicts of interest.
(4) [deleted]

31/12/2012

LR 8.6.13B

The policies and procedures referred to in LR 8.6.13A G are distinct from the actual organisational and administrative arrangements that a sponsor is required to put in place and maintain under LR 8.3.9 R to manage specific conflicts.

06/02/2009

LR 8.6.16

[deleted]

(1) [deleted]
(2) [deleted]
(3) [deleted]

(a) [deleted]
(b) [deleted]
(c) [deleted]

(4) [deleted]

06/02/2009

Systems and controls: record management

LR 8.6.16A

A sponsor must have in place effective arrangements to create and retain for six years accessible records which are sufficient to be capable of demonstrating that it has provided sponsor services and otherwise complied with its obligations under LR 8 in accordance with the listing rules, including:

(1) where a declaration is to be submitted under LR 8.4.3R (1), LR 8.4.9R (1), LR 8.4.13R (1), LR 8.4.14R (2) or LR 8.4.17 R or where relevant pursuant to an appointment under LR 8.2.1R (5), the basis of each declaration given;
(2) where any opinion, assurance or confirmation is provided by a sponsor to the FSA or a company with or applying for a premium listing in relation to a sponsor service, the basis of that opinion, assurance or confirmation;
(3) where a sponsor provides guidance to a company with or applying for a premium listing pursuant to LR 8.2.2 R, LR 8.2.3 R or LR 8.3.1R (2), the basis upon which the guidance is given and upon which any judgments or opinions underlying the guidance have been made or given; and
(4) the steps taken to comply with its conflicts obligations under LR 8.3.7B R, LR 8.3.9 R and LR 8.3.11 R and its ongoing eligibility obligations under LR 8.6.6 R.

31/12/2012

LR 8.6.16B

Records should:

(1) be capable of timely retrieval; and
(2) include material communications which relate to the provision of sponsor services, including any advice or guidance given to a company with or applying for a premium listing in relation to their responsibilities under the listing rules, the disclosure rules and the transparency rules.

31/12/2012

LR 8.6.16C

In considering whether a sponsor has satisfied the requirements regarding sufficiency of records in LR 8.6.16A R, the FSA will consider whether the records would enable a person with general knowledge of the sponsor regime but no specific knowledge of the actual sponsor service undertaken to understand and verify the basis upon which material judgments have been made throughout the provision of the sponsor service.

31/12/2012

Contact persons

LR 8.6.19

For each transaction for which it provides sponsor services, a sponsor must:

(1) notify the FSA as soon as practicable of the name and contact details of the main contact person or persons in the sponsor for that transaction; and
(2) ensure that the contact person or persons:

(a) have sufficient knowledge about the listed company or applicant and the proposed transaction to be able to answer queries from the FSA about it; and
(b) are available to answer queries from the FSA on any business day between 7am and 6pm.

31/12/2012

LR 8.7

Supervision of sponsors

01/07/2005

LR 8.7.1

The FSA expects to have an open, co-operative and constructive relationship with a sponsor to enable it to have a broad picture of the sponsor's activities and its ability to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R.

01/07/2005

Requirement to provide information

LR 8.7.1A

(1) The FSA may by notice in writing given to a sponsor, or a person applying for approval as a sponsor, require it to provide specified documents or specified information to the FSA.
(2) The sponsor, or the person applying for approval as a sponsor, must as soon as practicable provide to the FSA any documents or information that it has been required to provide under (1).
(3) This rule applies only to documents or information reasonably required by the FSA in connection with the performance of its functions in relation to a sponsor, a person applying for approval as a sponsor or a company that has appointed a sponsor.

06/02/2009

Supervisory tools

LR 8.7.2

The FSA uses a variety of tools to monitor whether a sponsor:

(1) continues to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R; and
(2) remains in compliance with all applicable listing rules.

01/07/2005

LR 8.7.3

FSA staff, after notifying the sponsor, may make supervisory visits to a sponsor on a periodic and an ad hoc basis.

01/07/2005

LR 8.7.4

The FSA will give reasonable notice to a sponsor of requests for meetings or requests for access to a sponsor's documents and records.

01/07/2005

Requests from other regulators

LR 8.7.5

The FSA, on behalf of other regulators, may request information from a sponsor or pass information on to other regulators to enable such regulators to discharge their functions.

01/07/2005

Fees

LR 8.7.6

A sponsor must pay the annual fee set out in FEES 4 in order to remain on the list of sponsors.

01/01/2006

Annual notifications

LR 8.7.7

A sponsor must provide to the FSA on or after the first business day of January in each year but no later than the last business day of January in each year:

(1) written confirmation that it continues to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R; and
(1A) for each of the criteria in that rule, evidence of the basis upon which it considers that it meets that criterion.
(2) [deleted]
(3) [deleted]
(4) [deleted]

31/12/2012

LR 8.7.7A

Written confirmation must be provided by submitting a completed Sponsor Annual Notification Form to the FSA at the FSA's address.

[Note: The Sponsor Annual Notification Form can be found on the UKLA section of the FSA's website.]

01/10/2012

General notifications

LR 8.7.8

A sponsor must notify the FSA in writing as soon as possible if:

(a) the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R or becomes aware of any matter which, in its reasonable opinion, would be relevant to the FSA in considering whether the sponsor continues to comply with LR 8.6.6 R; or
(b) the sponsor becomes aware of any fact or circumstance relating to the sponsor or any of its employees engaged in the provision of sponsor services by the sponsor which, in its reasonable opinion, would be likely to adversely affect market confidence in the sponsor regime; or

(2) the sponsor, or any of its employees engaged in the provision of sponsor services by the sponsor, are:

(a) convicted of any offence involving fraud, theft or other dishonesty; or
(b) the subject of a bankruptcy proceeding, a receiving order or an administration order; or

(3) any of its employees engaged in the provision of sponsor services by the sponsor are disqualified by a court from acting as a director of a company or from acting in a management capacity or conducting the affairs of any company; or
(4) the sponsor, or any of its employees engaged in the provision of sponsor services by the sponsor, are subject to any public criticism, regulatory intervention or disciplinary action:

(a) by the FSA; or
(b) by any designated professional body; or
(c) by any body that is comparable to the FSA or a designated professional body; or
(d) under any comparable legislation in any jurisdiction outside the United Kingdom; or

(5) the sponsor resigns or is dismissed by a listed company or applicant, giving details of any relevant facts or circumstances;
(6) the sponsor changes its name; or
(7) [deleted]
(8) a listed company or applicant denies the sponsor access to documents or information that have been the subject of a reasonable request by the sponsor; or
(9) it identifies or otherwise becomes aware of any material deficiency in the sponsor's systems and controls; or
(10) there is intended to be a change of control of the sponsor, any restructuring of the sponsor's group, or a re-organisation of or a substantial change to the directors, partners or employees engaged in the provision of sponsor services by the sponsor, or
(11) there is expected to be a change in the financial position of the sponsor or any of its group companies that would be likely to adversely affect the sponsor's ability to perform sponsor services or otherwise comply with LR 8.

31/12/2012

LR 8.7.8A

Where a sponsor is of the opinion that notwithstanding the circumstances giving rise to a notification obligation under LR 8.7.8 R, it continues to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R, it must include in its notification to the FSA a statement to that effect and the basis for its opinion.

31/12/2012

LR 8.7.9

General notifications may be made in the first instance by telephone, but must be confirmed promptly in writing.

01/07/2005

LR 8.7.10

Written notifications should be sent to the Sponsor Supervision Team at the FSA's address.

01/07/2005

Performance of functions on behalf of a sponsor

LR 8.7.16

A sponsor must not delegate any of its functions as such, or permit another person to perform those functions, unless that person is on the list of sponsors.

06/02/2009

LR 8.7.17

(1) A sponsor that delegates any of its functions or permits another sponsor to perform its functions is not relieved of its obligations under the listing rules.
(2) A sponsor that performs any function on behalf of another sponsor must comply with the requirements set out in LR 8.3.

06/02/2009

LR 8.7.18

A sponsor must notify the FSA in writing as soon as practicable before another sponsor performs functions on its behalf of:

(1) the identity of that sponsor; and
(2) a detailed description of the functions that the sponsor is to perform on its behalf.

06/02/2009

Discipline of sponsors

LR 8.7.19

If the FSA considers that a sponsor has breached any provision of the listing rules and considers it appropriate to impose a sanction it will publish a statement censuring the sponsor.

01/07/2005

LR 8.7.20

EG sets out the FSA's policy on when and how it will use its disciplinary powers, including in relation to a sponsor. This includes, at EG 18, its approach to cancellation of a sponsor's approval on the FSA's own initiative.

06/02/2009

Cancellation of a sponsor's approval at the sponsor's request

LR 8.7.21

A sponsor that intends to request the FSA to cancel its approval as a sponsor should comply with LR 8.7.22 R.

31/12/2012

LR 8.7.21A

Examples of when a sponsor should submit a cancellation request pursuant to LR 8.7.22 R include, but are not limited to:

(1) situations where the sponsor ceases to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R and, following a notification made under LR 8.7.8 R, there are no ongoing discussions with the FSA which could lead to the conclusion that the sponsor remains eligible; or
(2) where there is a change of control of the sponsor or any restructuring of the sponsor's group that will result in sponsor services being provided by a different person, in which case the person that is intended to provide the sponsor services should apply for approval as a sponsor under LR 8.6 before it provides any sponsor services.

31/12/2012

LR 8.7.22

A request by a sponsor for its approval as a sponsor to be cancelled must be in writing and must include:

(1) the sponsor's name;
(2) a clear explanation of the background and reasons for the request;
(3) the date on which the sponsor requests the cancellation to take effect;
(4) a signed confirmation that the sponsor will not provide any sponsor services as of the date the request is submitted to the FSA; and
(5) the name and contact details of the person at the sponsor with whom the FSA should liaise with in relation to the request.

31/12/2012

LR 8.7.23

A sponsor may withdraw its request at any time before the cancellation takes effect. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible, with an explanation of the reasons for the withdrawal.

01/07/2005

LR 8.7.24

(1) [deleted]
(2) [deleted]

06/02/2008