London Stock Exchange Admission And Disclosure Standards

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London Stock ExchangeAdmission and Disclosure StandardsEFFECTIVE: 1 January 2021

ContentsCONTENTS . IGLOSSARY . 1SECTION 1: INTRODUCTION . 11SECTION 2: ADMISSION CONDITIONS . 17PART 1 – Admission Conditions. 17Settlement . 18Communication . 18PART 2 – Criteria for certain routes to market . 19PART 3 – Admission process . 19SECTION 3: APPLICATION RULES . 21Introduction . 21Provisional application . 21Formal application . 21Further issues . 21Fees . 21When Issued Dealing . 21After admission . 22Block admission . 22SECTION 4: CONTINUING OBLIGATIONS . 23General . 23Provision of information . 23Depositary receipts . 24EEA ETFs . 24Settlement . 25Fees . 25Suspension . 25Cancellation . 26Compliance and Appeals . 26SECTION 5 - COMPLIANCE PROCEDURES . 27Disciplinary process. 27Non-disciplinary appeal process . 30Process and Procedures . 30Burden of proof . 30Market guidance . 31-i-

ADMISSION AND DISCLOSURE STANDARDSWarning Notices . 31Function of Warning Notices . 31Executive Panel . 31Role. 31Disciplinary Powers . 31Appeal powers . 31Membership . 32Confidentiality . 32Mode of referral when acting as a tribunal of first instance . 32Mode of referral when acting as an appellate tribunal . 33Procedure . 33Deliberations and decisions . 33Appeal. 34Changes to the procedures. 35Disciplinary Committee . 35Role. 35Disciplinary powers . 35Membership . 35Secretary . 36Confidentiality . 37Mode of referral . 37Procedure . 37Directions . 37The hearing. 38Deliberations and decisions . 40Appeal. 41Changes to the procedures. 41Appeals Committee . 41Role. 41Sanctions . 41Membership . 42Secretary . 43Confidentiality . 43Procedure . 43Directions . 44-ii-

ADMISSION AND DISCLOSURE STANDARDSThe hearing. 44Deliberations and decisions . 45Changes to the procedures. 46Consent orders . 46SCHEDULE 1 – ADMISSION PROCEDURES . 48Part A – Provisional Application. 48Part B – Formal Application . 48Part C – Applications for certain securities . 49SCHEDULE 2 – WHEN ISSUED DEALING . 52SCHEDULE 3 – CORPORATE ACTIONS . 53Timetable for corporate actions. 53Timetable for open offer . 54Continuing obligations for depositary receipt issuers . 55SCHEDULE 4 – SPECIALIST FUND SEGMENT . 57SCHEDULE 5 –HIGH GROWTH SEGMENT RULEBOOK . 58INTRODUCTION . 63SECTION A – ADMISSION . 63A1: Eligibility for admission . 63A2: Procedure for admission . 65SECTION B – CONTINUING OBLIGATIONS . 67B1: Continuing eligibility requirements . 67B2: Advice of Key Advisers . 67B3: Notifiable transactions . 67B4: Related party transactions. 69B5: Reverse takeovers . 70B6: Requirement for notifications to a RIS . 71B7: Continuing website disclosures . 72B8: Corporate governance . 73B9: Cancellation of admission . 73B10: Discipline of Issuers . 75SECTION C - KEY ADVISERS . 76ANNEX 1 - CLASS TESTS . 77ANNEX 2 - NOTIFIABLE TRANSACTIONS . 83ANNEX 3 - KEY ADVISERS . 85Responsibilities of a Key Adviser . 85-iii-

ADMISSION AND DISCLOSURE STANDARDSPrinciples for Key Advisers . 85Role of a Key Adviser . 86Criteria for Approval as a Key Adviser . 87List of Key Advisers . 87Application for approval as a Key Adviser. 87Criteria for approval as a Key Adviser . 88Competence of a Key Adviser . 88Record management . 88Contact persons . 89Supervision of Key Advisers . 89General notifications . 90Cancellation of Key Adviser Status . 91Publication of the cancellation of Key Adviser status . 92Discipline of Key Advisers. 92Disciplinary process . 92Sanctions . 92Appeals by Key Advisers . 93SCHEDULE 6 – ADMISSION TO TRADING ONLY . 94SCHEDULE 7 – SHANGHAI-LONDON STOCK CONNECT SEGMENT . 99-iv-

ADMISSION AND DISCLOSURE STANDARDSGlossaryThe following terms have the following meanings when used in the Standards unlessthe context otherwise requires. For any defined terms not listed here, please refer tothe Rules of the London Stock Exchange.Where UK legislative or regulatory references are used in the Standards, theseshould be read as referring to the law or regulation in force from time to time.For the avoidance of doubt: (i) reference to any EU regulation as applied in the UKmeans a reference to the relevant regulation as it is applied in the UK pursuant to theEuropean Union (Withdrawal) Act 2018 and regulations made pursuant to the Actfollowing IP Completion Day (as defined in the European Union (WithdrawalAgreement) Act 2020); and (ii) references to regulated market and MTF arereferences to UK regulated markets and UK MTFs unless stated otherwise.The High Growth Segment rulebook at Schedule 5 contains a separate glossarywhich should be read in conjunction with that schedule only.Admission andDisclosureStandards(Standards)the Exchange’s Admission and Disclosure Standards forsecurities admitted or seeking to be admitted to trading,as set out in this document (including the schedules), asamended from time to time.admission/admittedoradmission/admittedto tradingoradmission/admittedto trading on ourmarketsadmission to trading on the Exchange’s markets (other thanAIM) and ‘admitted’ and ‘traded’ shall be construedaccordingly. For the avoidance of doubt this does not include‘when issued dealing’.Admission to TradingOnlyorATT Only‘Admission to Trading Only’ allows eligible issuers to tradeon the Exchange’s trading services on the basis of a listingon a suitable exchange, where the issuer has agreed tocomply with the Standards. ‘Admission to Trading Only’ ispart of the Exchange’s UK MTF. Securities admitted to‘Admission to Trading Only’ are not admitted to the OfficialList.AIMthe Exchange’s market for smaller, growing companies.Securities admitted to AIM are not admitted to the MainMarket.applicantan issuer that is proposing to apply, or is applying, foradmission to trading of any of its securities.applicationan application made by an applicant.block admissionan issuer may apply for a block admission of a specified1 January 2021Page 1

ADMISSION AND DISCLOSURE STANDARDSnumber of securities if:(a)the securities are not allotted prior to admission;(b)no prospectus or listing particulars are required forthe securities; and(c)the application process can be made more efficientdue to the frequent or irregular nature of allotments.Examples may include an employee share scheme or aregular savings scheme and the exercise of options.bonus issueissue of shares to existing shareholders, free of charge, inproportion to their holding.business dayany day on which the Exchange is open for dealing.capitalreorganisationreorganisation of a company’s share capital resulting in achange in nominal value.capitalisation issuesee “bonus issue”.capitalisation ofreservesdistributing existing financial reserves to existingshareholders by issuing extra shares, free of charge, inproportion to their holding.central counterpartya body that assumes the risk for central counterpartytransactions.central counterpartysecuritya security designated by the Exchange and a centralcounterparty as eligible for central counterpartyprocessing.central counterpartytransactionsan electronically matched order on the trading system in acentral counterparty security.central securitiesdepositaryan entity which operates a system enabling clients to hold,manage and transfer securities by book entry.classsecurities, the rights attaching to which are, or will be,identical and which form a single issue (or series of issues).competent authoritya competent authority for listing and approval ofprospectuses in the UK or the relevant EEA member state.In the UK, the competent authority is the primary marketfunction of the FCA.ComplianceProceduresthe compliance procedures as issued by the Exchange fromtime to time, setting out procedures for the Exchange whenimposing sanctions on an issuer who has contravened theStandards and procedures for issuers in relation to appealsregarding the Exchange’s application and interpretation of1 January 2021Page 2

ADMISSION AND DISCLOSURE STANDARDSthe Standards, contained herein.conversionsconversion from one class of security to another (e.g.Preference to Ordinary).consolidationswhere a company changes the structure of its share capitalby reducing the number of shares it has in issue andincreasing the nominal value and share price.covered warranta listed security issued by a party other than the issuer ororiginator of the underlying asset, that gives the holder theright, but not the obligation, to buy or sell an underlying assetat a specified price during, or at the end of, a specified timeperiod.currency electionsdistribution of cash to shareholders in proportion to theirholdings, where holders have the option to elect for paymentin alternative currencies.Datasync EmailServicethe Datasync Email Service is disseminated hourly from10:00 to 18:00. Subscribers receive an email containing areport in an excel format which provides advancednotification of revisions to Exchange reference data anddetails updates to the trading system, which are effective onthe following trading day.debt securitiessecurities representing a loan from an investor to an issuerfor which an issuer generally promises to pay a certainamount in excess of the nominal rate (usually deemedinterest) on a specified date. For example debentures,debenture or loan stock, bonds and notes, whether securedor unsecured.demergersfree distribution of stock in a subsidiary company or aholding in another company to existing shareholders.deposit agreementan appropriate agreement in place between an issuer ofdepositary receipts and its depositary bankdepositary bankthe bank who issues the depositary receipts.depositary receipt(DR)a transferable certificate that represents shares in acompany and confers certain rights in respect of thoseshares, issued by a depositary bank for the purposes ofadmission to trading.designatedrepresentativea representative of the issuer (not being an employee of theissuer) acting on behalf of the issuer as the primary day-today contact point with the Exchange on regulatory matters.Disclosure Guidanceand Transparencythe Disclosure Guidance and Transparency Rules of the1 January 2021Page 3

ADMISSION AND DISCLOSURE STANDARDSRules (DTR)FCA, which can be found in the FCA HandbookDividend ReInvestment Program(DRIP)cash dividend where holders have the option to reinvest thecash into existing shares of the company at the market price.Dividend ReInvestment Scheme(DRIS)cash dividend where holders have the option to reinvest thecash into new shares of the company at the market price ornet asset value.EEAthe European Economic Area.EEA ETFsan ETF incorporated in a jurisdiction within the EEA andwhich is listed with an EEA competent authority.EEA MTFan MTF which operates in accordance with Title II of MiFID.EEA regulatedmarketa regulated market which is authorised and functionsregularly and in accordance with Title III of MiFID.enfranchisementschange of voting rights in a class of shares, normally by aconversion into a new class.ExchangeLondon Stock Exchange plc, which trades as “London StockExchange”.Exchange TradedFunds (ETFs)listed funds that track the performance of an underlyingindex or basket and can be traded in the same way as anordinary share.Exchange TradedProducts (ETPs)listed securities (asset backed notes) that track theperformance of a single underlying index or basket.Exchange Traded Commodities (ETCs) and ExchangeTraded Notes (ETNs) are classified as ETPs.‘ex’ datewhen a stock or dividend is issued by a company it is basedupon an "on register" or "record date". However, to createa level playing field, when shares are traded on theExchange, during a benefit event (e.g. a dividend payment)an ‘ex’ date is set. Before this ‘ex’ date, if the shares aresold, the buying party is entitled to the benefit. If the benefitis received by the selling party the selling party will berequired to pass on the benefit to the buying party.FCAFinancial Conduct Authority.FCA Handbookthe FCA Handbook of rules and guidance.1 January 2021Page 4

ADMISSION AND DISCLOSURE STANDARDSFCA recognitionstatusEEA UCITS which have been individually recognised by theFCA pursuant to section 272 of FSMA or temporaryrecognition of UCITS under Part 6 of the CollectiveInvestment Schemes (Amendment etc.) (EU Exit)Regulations 2019.Form 1the Exchange’s form to complete for formal application ofadmission of securities to trading. The Form 1 can befound on our website.freely negotiabletransferable securities shall be considered freelynegotiable if they can be traded between the parties to atransaction, and subsequently transferred withoutrestriction, and if all securities within the same class as thesecurity in question are fungible.FSMAFinancial Services and Markets Act 2000.High GrowthSegmentthe High Growth Segment of the Main Market, principallyfor high growth, trading businesses that intend in due courseto seek admission to the Official List but that may not yetmeet the applicable eligibility criteria, in particular due tohaving a lower proportion of securities in public hands. TheHigh Growth Segment is part of the Exchange’s regulatedmarket. Securities admitted to the High Growth Segmentare not admitted to the Official List.investment entitiescollective investment undertakings of the closed-end type.ISMInternational Securities Market of the Exchange, which isa specialist market tailored to professional investors. ISM isan MTF operated by the Exchange. Securities (as definedin the ISM Rulebook) admitted to trading on ISM are notadmitted to the Official List maintained by the FCA.ISM Rulebookthe rules which apply to an issuer seeking admission totrading of Securities (as defined in the ISM Rulebook), orwhose Securities (as defined in the ISM Rulebook) areadmitted to trading, on ISM.issuerany company or other legal person or undertaking (includinga public sector issuer) any class of whose securities hasbeen admitted, or is proposed to be, the subject of anapplication for admission to trading.1 January 2021Page 5

ADMISSION AND DISCLOSURE STANDARDSlisted or listing(i)for companies for which the FCA is the homecompetent authority, listed is as defined under theListing Rules.(ii) for other companies, listed is defined as admitted tolisting in accordance with their securities regulator’srules.Listing, listed and unlisted shall be construed accordingly.listed structuredproductslisted, cash settled, securitised derivatives issued by a partyother than the issuer or originator of the underlying asset.listing particularsa document in such form and containing such information asmay be specified in the Listing Rules, including anysupplementary listing particulars.Listing Rulesthe Listing Rules of the FCA, which can be found in the FCAHandbook.Main Marketthe Exchange’s regulated market for securities admittedto trading, which must meet the associated requirements fora UK regulated market and the Listing Rules. The MainMarket includes securities admitted to the Official List(premium or standard listing), the Specialist FundSegment and the High Growth Segment.market capitalisationis the aggregate market value of all the securities (excludingtreasury shares).MiFIDthe European Parliament and Council Directive on marketsin financial instruments (No. 2014/65/EU) as applied in theEEA.multilateral tradingfacility or MTFa multilateral system, operated by an investment firm ormarket operator, which brings together multiple third-partybuying and selling interests in financial instruments (in thesystem and in accordance with non-discretionary rules) in away which results in a contract.new applicantan applicant with no securities already admitted totrading.offer for subscriptionan invitation to the public by, or on behalf of, an issuer tosubscribe for securities of the issuer not yet in issue orallotted (and may be in the form of an invitation to tender ator above a stated minimum price).Official Listthe list maintained by the FCA in accordance with section74(1) of the Financial Services and Markets Act 2000.1 January 2021Page 6

ADMISSION AND DISCLOSURE STANDARDSopen offeroffer to existing shareholders where they can buy newshares in the company in proportion to their existing holding,usually at a discount to the market price. Holders cannottrade in the open offer entitlement. Also known as “nonrenounceable rights”.order booka facility operated by the Exchange for the electronicsubmission and automatic execution of orders in any orderbook security.Order book for RetailBondsthe trading service operated by the Exchange for debtsecurities that are eligible for the Order book for RetailBonds.order book securitya security which the Exchange has admitted to trading onan order book.order-driven tradingservicea trading service based on an order book.prescribed marketa market which has been prescribed by Her Majesty’sTreasury in the Financial Services and Markets Act 2000(Prescribed Markets and Qualifying Investments) Order2001 (SI 2001/996).Prospectusthe document prepared in connection with an application foradmission of securities to trading on a UK regulatedmarket or an offer of securities to the public in the UKpursuant to the Prospectus Rules.Prospectus RulesThe Prospectus Regulation Rules sourcebook which can befound in the FCA Handbook.Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament andof the Council as applied in the UK.PSMthe Professional Securities Market, which is a market for debtsecurities or depositary receipts of any denomination,aimed at professional investors. PSM is a UK MTF operatedby the Exchange. Securities admitted to trading on PSMmust be listed in accordance with Chapter 4 of the ListingRules.public sector issuersstates and their regional and local authorities, statemonopolies, state finance organisations, public internationalbodies and statutory bodies.Recognised Investment an organisation that is recognised by FCA as complying withExchangethe recognition requirements laid down in the RecognitionRequirements Regulations.1 January 2021Page 7

ADMISSION AND DISCLOSURE STANDARDSRecognitionRequirementsRegulationsthe Financial Services and Markets Act 2000 (RecognitionRequirements for Investment Exchanges, Clearing Housesand Central Securities Depositories) Regulations 2001.record datethe date on which a shareholder must be registered as theowner of shares in order to receive a dividend or otherentitlement.redenominationthe process of changing the currency on a financial security.redemptionsrepayment of a holding of a class of security.Reference Data Service the Exchange’s Reference Data Service, designed toenable market participants to synchronise their tradingdatabase with that of the Exchange.Regulatory InformationServiceas such term is defined in the FCA Handbook.regulated marketa multilateral system operated or managed by a marketoperator, which brings together or facilitates the bringingtogether of multiple third-party buying and selling interestsin financial instruments (in the system and in accordancewith non-discretionary rules) in a way that results in acontract, in respect of the financial instruments admitted totrading under its rules or systems.return of capital/cashdistribution of cash normally resulting from the sale of anasset or securities or other transaction unrelated to retainedearnings.rights issueoffer to existing shareholders where they can buy newshares in the company in proportion to their existing holdingusually at a discount to the market price. Holders also havethe ability to trade in the rights.RMBRMB is an abbreviation of Renminbi, the official currency of thePeople’s Republic of China.RNSthe Regulatory Information Service of the London StockExchange.scheme ofarrangementa scheme of arrangement requiring shareholder approvalunder Part 26 of the Companies Act 2006.scheme ofreconstructiona reconstruction under section 110 of the Insolvency Act1986.scrip dividenddistribution of a dividend to shareholders with an option toelect to receive new shares in the company based on apredetermined price instead of a cash payment.1 January 2021Page 8

ADMISSION AND DISCLOSURE STANDARDSsecuritiesshares, depositary receipts, units in a collectiveinvestment scheme (as defined in the Financial Services andMarkets Act 2000), options to subscribe or purchasesecurities, treasury shares, specialist securities and otherinstruments specified in part 1 of Schedule 2 to the FinancialServices and Markets Act 2000 (Regulated Activities) Order2001 (“financial instruments”).securities regulatorany regulator of financial services to which the issuer isbound to comply with its rules and regulations. This may ormay not be the same as (or may be in addition to) itscompetent authority.settlementthe process of completing transactions through delivery ofthe securities together with any related rights and benefits,in return for payment.Shanghai-LondonStock ConnectShanghai-London Stock Connect is a collaborationbetween the Exchange and the Shanghai Stock Exchange,which enables investors to access Chinese A-Sharesthrough a depositary receipt programme listed in Londonand qualifying listed issuers, through separate depositoryre

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