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Listing Rules

Overview

The UKLA Listing Rules (link to FCA handbook) set out some of the rules applicable to a company that is listed (or seeking admission to listing) on the the London Stock Exchange. In the case of most listed securities these will supplement the Disclosure and Transparency Rules and Prospectus Rules (link to FCA handbook); in the case of the Professional Securities Market they are the only rules that will apply.  They do not apply to AIM or High Growth Segment companies.

 

Annual Reports

For all companies with listed shares, and those with a retail listing of debt, the rules on financial statements are set out in the Disclosure and Transparency Rules. Annual reports are required within four months of the year end and, for an EEA incorporated company preparing consolidated accounts, must be prepared in accordance with IFRS as adopted by the EU.

For issuers with a wholesale listing of debt, or debt listed on the Professional Securities Market, the rules on financial statements are set out in Listing Rule 17.3 (link to FCA Handbook). The main difference between the rules applying to the majority of listed companies, and those applying LR 17.3 are that the deadline for publication of the annual report is six months (rather than four).

For entities with a premium listing of shares, there are additional rules regarding the annual report contents set out in Listing Rule 9.8 and, for closed-ended investment funds (e.g. UK investment trusts), Listing Rule 15.6 (both links to FCA Handbook).

There are also corporate governance requirements set out in the Disclosure and Transparency Rules, supplemented by the requirements for a premium listed company to report their compliance with the UK Corporate Governance Code set out in LR 9.8.

 

Preliminary announcements

Since 2007, preliminary announcements have not been mandatory. However, if a premium listed company issues a preliminary announcement, it must comply with Listing Rule 9.7A (link to FCA Handbook). There are no preliminary announcement rules for other types of listing.

All listed companies must disseminate their annual results in accordance with DTR 6.3.5 (link to FCA Handbook); typically for those that have issued a preliminary announcement this would be a ‘top-up’ announcement referring to the earlier preliminary announcement and containing any additional information required.

 

Interim reports

The requirements for interim reports and interim management statements are set out in the Disclosure and Transparency Rules, and hence do not apply to companies with debt on the Professional Securities Market.

 

Becoming listed

For a regulated market, the requirements are set out in the UKLA Prospectus Rules (link to FCA Handbook). In the case of a company seeking a premium listing of equity shares, there are additional requirements in Listing Rule 6 (link to FCA Handbook).  For the Professional Securities Market (which is listed but unregulated) the requirements for listing particulars are set out in Listing Rule 4 (link to FCA Handbook).

 

Class 1 transactions

The other type of financial reporting that can arise is where a premium listed company wishes to make a substantial acquisition or disposal. Where the entity being acquired or disposed of constitutes more than 25% of an entity’s gross assets, profits or gross capital, or the consideration exceeds 25% of the entity’s market capitalisation, a circular will be required for shareholder approval which contains financial information on the company. Details of the Class tests Annex to Listing Rule 10 and the requirements for financial information in circulars are covered in Listing Rule 13.5 (both links to FCA Handbook).

 

Correction list for hyphenation

These words serve as exceptions. Once entered, they are only hyphenated at the specified hyphenation points. Each word should be on a separate line.