London Stock Exchange Admission and Disclosure Standards

1 London Stock Exchange Admission and Disclosure Standards EFFECTIVE: 1 January 2021 -i- Contents CONTENTS .. I GLOSSARY .. 1 SECTION 1: INTRODUCTION .. 11 SECTION 2: Admission CONDITIONS .. 17 PART 1 Admission Conditions .. 17 Settlement .. 18 Communication .. 18 PART 2 Criteria for certain routes to market .. 19 PART 3 Admission process .. 19 SECTION 3: APPLICATION RULES .. 21 Introduction .. 21 Provisional application .. 21 Formal application .. 21 Further issues .. 21 Fees .. 21 When Issued Dealing .. 21 After Admission .. 22 Block Admission .. 22 SECTION 4: CONTINUING OBLIGATIONS .. 23 General .. 23 Provision of information .. 23 Depositary receipts .. 24 EEA ETFs .. 24 Settlement .. 25 Fees .. 25 Suspension .. 25 Cancellation.

2 26 Compliance and Appeals .. 26 SECTION 5 - COMPLIANCE PROCEDURES .. 27 Disciplinary process .. 27 Non-disciplinary appeal process .. 30 Process and Procedures .. 30 Burden of proof .. 30 Market guidance .. 31 Admission AND Disclosure Standards -ii- Warning Notices .. 31 Function of Warning Notices .. 31 Executive Panel .. 31 Role .. 31 Disciplinary Powers .. 31 Appeal powers .. 31 Membership .. 32 Confidentiality .. 32 Mode of referral when acting as a tribunal of first instance .. 32 Mode of referral when acting as an appellate tribunal .. 33 Procedure .. 33 Deliberations and decisions .. 33 Appeal .. 34 Changes to the procedures .. 35 Disciplinary Committee .. 35 Role .. 35 Disciplinary powers .. 35 Membership .. 35 Secretary.

3 36 Confidentiality .. 37 Mode of referral .. 37 Procedure .. 37 Directions .. 37 The hearing .. 38 Deliberations and decisions .. 40 Appeal .. 41 Changes to the procedures .. 41 Appeals Committee .. 41 Role .. 41 Sanctions .. 41 Membership .. 42 Secretary .. 43 Confidentiality .. 43 Procedure .. 43 Directions .. 44 Admission AND Disclosure Standards -iii- The hearing .. 44 Deliberations and decisions .. 45 Changes to the procedures .. 46 Consent orders .. 46 SCHEDULE 1 Admission PROCEDURES .. 48 Part A Provisional 48 Part B Formal Application .. 48 Part C Applications for certain securities .. 49 SCHEDULE 2 WHEN ISSUED DEALING .. 52 SCHEDULE 3 CORPORATE ACTIONS .. 53 Timetable for corporate actions .. 53 Timetable for open offer.

4 54 Continuing obligations for depositary receipt issuers .. 55 SCHEDULE 4 SPECIALIST fund SEGMENT .. 57 SCHEDULE 5 HIGH GROWTH SEGMENT RULEBOOK .. 58 INTRODUCTION .. 63 SECTION A Admission .. 63 A1: Eligibility for Admission .. 63 A2: Procedure for Admission .. 65 SECTION B CONTINUING OBLIGATIONS .. 67 B1: Continuing eligibility requirements .. 67 B2: Advice of Key Advisers .. 67 B3: Notifiable transactions .. 67 B4: Related party 69 B5: Reverse takeovers .. 70 B6: Requirement for notifications to a RIS .. 71 B7: Continuing website disclosures .. 72 B8: Corporate governance .. 73 B9: Cancellation of Admission .. 73 B10: Discipline of Issuers .. 75 SECTION C - KEY ADVISERS .. 76 ANNEX 1 - CLASS TESTS .. 77 ANNEX 2 - NOTIFIABLE TRANSACTIONS.

5 83 ANNEX 3 - KEY ADVISERS .. 85 Responsibilities of a Key Adviser .. 85 Admission AND Disclosure Standards -iv- Principles for Key Advisers .. 85 Role of a Key Adviser .. 86 Criteria for Approval as a Key Adviser .. 87 List of Key Advisers .. 87 Application for approval as a Key Adviser .. 87 Criteria for approval as a Key Adviser .. 88 Competence of a Key Adviser .. 88 Record management .. 88 Contact persons .. 89 Supervision of Key Advisers .. 89 General notifications .. 90 Cancellation of Key Adviser Status .. 91 Publication of the cancellation of Key Adviser status .. 92 Discipline of Key Advisers .. 92 Disciplinary process .. 92 Sanctions .. 92 Appeals by Key Advisers .. 93 SCHEDULE 6 Admission TO TRADING ONLY .. 94 SCHEDULE 7 SHANGHAI- London Stock CONNECT SEGMENT.

6 99 Admission AND Disclosure Standards _____ 1 January 2021 Page 1 Glossary The following terms have the following meanings when used in the Standards unless the context otherwise requires. For any defined terms not listed here, please refer to the Rules of the London Stock Exchange . Where UK legislative or regulatory references are used in the Standards , these should 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 UK means a reference to the relevant regulation as it is applied in the UK pursuant to the European Union (Withdrawal) Act 2018 and regulations made pursuant to the Act following IP Completion Day (as defined in the European Union (Withdrawal Agreement) Act 2020); and (ii) references to regulated market and MTF are references to UK regulated markets and UK MTFs unless stated otherwise.

7 The High Growth Segment rulebook at Schedule 5 contains a separate glossary which should be read in conjunction with that schedule only. Admission and Disclosure Standards ( Standards ) the Exchange s Admission and Disclosure Standards for securities admitted or seeking to be admitted to trading, as set out in this document (including the schedules), as amended from time to time. Admission /admitted or Admission /admitted to trading or Admission /admitted to trading on our markets Admission to trading on the Exchange s markets (other than AIM) and admitted and traded shall be construed accordingly. For the avoidance of doubt this does not include when issued dealing . Admission to Trading Only or ATT Only Admission to Trading Only allows eligible issuers to trade on the Exchange s trading services on the basis of a listing on a suitable Exchange , where the issuer has agreed to comply with the Standards .

8 Admission to Trading Only is part of the Exchange s UK MTF. Securities admitted to Admission to Trading Only are not admitted to the Official List. AIM the Exchange s market for smaller, growing companies. Securities admitted to AIM are not admitted to the Main Market. applicant an issuer that is proposing to apply, or is applying, for Admission to trading of any of its securities. application an application made by an applicant. block Admission an issuer may apply for a block Admission of a specified Admission AND Disclosure Standards _____ 1 January 2021 Page 2 number of securities if: (a) the securities are not allotted prior to Admission ; (b) no prospectus or listing particulars are required for the securities; and (c) the application process can be made more efficient due to the frequent or irregular nature of allotments.

9 Examples may include an employee share scheme or a regular savings scheme and the exercise of options. bonus issue issue of shares to existing shareholders, free of charge, in proportion to their holding. business day any day on which the Exchange is open for dealing. capital reorganisation reorganisation of a company s share capital resulting in a change in nominal value. capitalisation issue see bonus issue . capitalisation of reserves distributing existing financial reserves to existing shareholders by issuing extra shares, free of charge, in proportion to their holding. central counterparty a body that assumes the risk for central counterparty transactions. central counterparty security a security designated by the Exchange and a central counterparty as eligible for central counterparty processing.

10 Central counterparty transactions an electronically matched order on the trading system in a central counterparty security. central securities depositary an entity which operates a system enabling clients to hold, manage and transfer securities by book entry. class securities, the rights attaching to which are, or will be, identical and which form a single issue (or series of issues). competent authority a competent authority for listing and approval of prospectuses in the UK or the relevant EEA member state. In the UK, the competent authority is the primary market function of the FCA. Compliance Procedures the compliance procedures as issued by the Exchange from time to time, setting out procedures for the Exchange when imposing sanctions on an issuer who has contravened the Standards and procedures for issuers in relation to appeals regarding the Exchange s application and interpretation of Admission AND Disclosure Standards _____ 1 January 2021 Page 3 the Standards , contained herein.