The UK Listing Authority ('UKLA') is the name used by the Financial Services Authority ('FSA') when it acts as competent authority for listing, as competent authority for the purposes of the European Prospectus and Transparency Directives, and as competent authority for certain aspects of the Market Abuse Directive. These roles have a statutory basis in Part VI of the Financial Services and Markets Act 2000 ('FSMA'). Three sourcebooks in the FSA Handbook implement the relevant rules. These are:

• Listing Rules - these rules include the eligibility requirements for admission to the Official List (or 'listing') and the continuing obligations that apply thereafter. They come partly from the European Consolidated Admissions and Reporting Directive, but also include a significant body of rules that are 'super-equivalent' or additional to the European minimum requirements. These additional requirements include substantive eligibility requirements such as the need for a three-year track record, the class test and related party regimes, and the requirement for a sponsor in relation to a Premium Listing.
• Prospectus Rules – these rules stem primarily from the enactment of the European Prospectus Directive and detail the circumstances when a prospectus is required and the disclosures a prospectus should include.
• Disclosure and Transparency Rules ('DTRs') – these rules govern the periodic and ad hoc disclosure of information by listed companies. Periodic information includes interim and annual accounts, and ad hoc disclosures, including major shareholding notifications and details of significant developments that might affect the price of the securities. These rules originate from the Transparency Directive and part of the Market Abuse Directive, and also from the 4th/7th Company Law Directives.

As a consequence, when a company wishes to make an initial public offering ('IPO') of its securities onto a regulated market such as the Main Market of the London Stock Exchange, the UKLA has two principal roles to perform: to review and approve the issuer's prospectus, and to admit those securities to listing once it is happy that the issuer complies with all relevant eligibility criteria.

The term 'listed' is used in a number of different contexts, but in the UK this technically means admitted to the Official List of the UKLA. The UKLA has created a number of different listing categories which determine the eligibility criteria and continuing obligations that apply to the issuer and its securities. The UKLA introduced the listing categories to help clarify that listing refers to admission to the Official List of the UKLA, and does not relate to the market to which a security is admitted to trading. Listing categories are also intended to clarify the regulatory standards that apply to different types of listing. A Standard Listing requires compliance only with EU minimum standards, whilst a Premium Listing also requires compliance with the more stringent superequivalent standards. Note that only equity shares may be admitted to a Premium Listing; issuers of other securities may only seek a Standard Listing for their securities.

An issuer will generally select its preferred market and listing category in consultation with its advisers prior to engagement with the UKLA. For issuers requesting a Premium Listing of their equity shares, contact with the UKLA will be undertaken by the issuer's appointed sponsor firm. The role of a sponsor is to guide the issuer on the application of the Listing Rules and the Prospectus Rules. This includes liaison with the UKLA on behalf of the issuer, and to provide certain declarations to the UKLA that provide comfort that the relevant rules have been complied with and the issuer has established appropriate procedures.

The UKLA maintains a list of approved sponsors and conducts supervisory activities in order to ensure that the list of sponsors contains only those firms that meet the eligibility criteria for a sponsor. For issuers that are seeking a Standard Listing, the UKLA has no preference as to whom the main point of contact should be, although it should be someone that is reasonably knowledgeable about the UKLA and its processes.

To start the eligibility process, the UKLA generally expects that a letter is submitted detailing the issuer's compliance with the applicable eligibility requirements. The UKLA suggests that such letters are sent in as early as possible in the IPO process and that they are as detailed as possible, including relevant background information on the nature of the issuer's business. This is because unnecessary delay can be caused to the timetable where significant eligibility concerns arise late in the IPO process.

Issuers seeking a Premium Listing of equity shares will be required to comply with the more substantive eligibility requirements that are imposed by the super-equivalent parts of the Listing Rules, in addition to those requirements in the Listing Rules based entirely on EU law. For commercial companies, these additional requirements include the requirement for a clean three-year track record of operations, and the requirement for a clean working capital statement for at least the next 12 months. For investment entities, these requirements include an additional degree of regulation in relation to the corporate governance of the issuer. Overseas issuers wishing to comply only with the minimum standards applied by the EU Directives can apply for a Standard Listing of either equity shares or GDRs. The UKLA has recently also extended the Standard Listing category to UK issuers of equity shares which could previously only have had a Premium (formerly 'Primary') Listing.

Listing segment	Premium			Standard
Listing Category	Equity shares	Equity shares	Equity shares	Shares	GDRs	Debt & debt-like	Securitised derivatives	Misc securities
Examples of types of companies/ securities	Commercial companies	Closed ended investment	Open ended investment	Equity shares*		Debt		Options
		funds	companies	Non-equity shares		Securities Asset-backed securities		Subscription warrants
						Convertible Securities
						Preference Shares
						(specialist securities)
Listing Rule Chapter	LR6	LR15	LR16	LR14	LR18	LR17	LR19	LR20

* an investment entity will only be able to benefit from this Standard Listing category for a further class of equity shares if it already has (and only for so long as it maintains) a Premium Listing of a class of its equity shares

An admission of securities onto the Official List and the Main Market of the London Stock Exchange requires the production of an approved prospectus. As the UKLA is the UK's competent authority for the purposes of the Prospectus Directive, it typically approves prospectuses produced during an IPO.

Although final confirmation of an issuer's eligibility can only be given once its prospectus has been approved, the UKLA will generally try to resolve any major eligibility issues prior to starting its review of an issuer's prospectus. This review involves an iterative process of reviewing and commenting on drafts of the prospectus until the UKLA is satisfied that all applicable rules have been complied with. The number of drafts necessary to reach this point will depend on the complexity of the issues and the quality of the submissions. By way of example, many large IPOs can involve the review of five or more substantive drafts for one reason or another.

The UKLA seeks to comply with its published service standards for the document review and approval process, and aims to provide comments on an initial draft of a new applicant prospectus within 10 working days, and comments on each subsequent draft within five working days. On average, the review and approval of a prospectus takes around 6-8 weeks for an IPO.

The prospectus can be published once it has been formally approved by the UKLA. The actual timing of that approval will depend on the issuer's choice of issuance method – for example, if the issuance involves a retail offering then approval and publication must occur sufficiently in advance of the beginning of the offer. A prospectus relating only to an introduction where no offer to the public is made may be approved as little as 48 hours prior to admission to listing.

Although no prospectus is required for the admission of securities to unregulated markets such as the Professional Securities Market (the 'PSM'), the UKLA does require Listing Particulars for the admission of those securities to listing on the Official List. In these cases, the process for reviewing the document, and the content requirements, are very similar to the requirements for a prospectus. The principal difference is that the financial information in a prospectus must be prepared in accordance with IFRS or an equivalent GAAP. In the case of Listing Particulars where securities are to be admitted to the PSM, the financial information can be prepared in accordance with local standards.

An overseas issuer may also seek to passport onto a UK-regulated market, using a prospectus that has been approved by another competent authority. Although in these circumstances the UKLA will rely upon the passport to satisfy the requirement for an approved prospectus, it will still separately assess the issuer against the relevant eligibility requirements. As part of this process, the UKLA reviews the issuer's proposed prospectus to help in its assessment of eligibility, so again the UKLA recommends that an issuer makes contact sufficiently early in the process, and certainly before the prospectus has been approved by the home competent authority.

DTRs – a listed issuer must comply with the DTRs on an ongoing basis, as failure to comply with these rules may result in the suspension of the listing of its securities. The UKLA has a team dedicated to monitoring issuers' compliance with the DTRs, and to providing guidance on these rules on a realtime basis.

Prospectus requirements– if the issuer seeks admission of further securities of the same class it will be required to produce a prospectus, unless an exemption applies. Exemptions include, among other things, the issue of shares under employee share schemes and bonus issues. The UKLA would typically be required to approve any future prospectus.

Significant transactions– if the issuer has a Premium Listing of its equity shares, it will be required to consider whether any significant transaction that it undertakes will need announcement or, if it is of sufficient size, shareholder approval. Lower size thresholds are applied if the transaction is being undertaken with a related party such as a director or substantial shareholder. The Listing Rules include rules governing the disclosure requirements in circulars where shareholder approval is sought, and also clarify which circulars require UKLA approval.

Timetables– the UKLA staff (or 'readers') allocated to a particular case will typically be working on a large number of transactions at any one time. Whilst the UKLA makes every effort to accommodate tight timetables it cannot deal with every issue immediately or meet unrealistic timetables. Complex issues will need time for proper consideration prior to resolution and therefore the UKLA always advises that such issues should be brought to its attention as early as possible.

Helpdesks– the UKLA offers several different helpdesks to provide guidance on the Listing Rules, Prospectus Rules, and the DTRs. This enables complex issues to be discussed and agreed prior to the submission of documents, or in relation to significant transactions (Tel: +44 (0)20 7066 8333).

A summary of the key differences between Premium and Standard listings
Key eligibility criteria	Premium – Equity Shares	Standard – Shares	Standard – Depositary Receipts
Free float	25%	25%	25%
Audited historical financial Information	Three years	Three years or such shorter period	Three years or such shorter period
75 per cent of applicant's business supported by revenue earning record for the three-year period	Required	n/a	n/a
Control over majority of the assets for the three-year period	Required	n/a	n/a
Requirement for clean working capital statement	Required	n/a	n/a
Sponsor	Required	n/a	n/a
Key continuing obligations
Free float	25%	25%	25%
Annual financial report	Required	Required	Required
Half-yearly financial report	Required	Required	n/a
Interim management statements	Required	Required	n/a
EU-IFRS or equivalent	Required	Required	Required
UK Corporate Governance Code	Comply or explain	n/a	n/a
Model Code	Applies	n/a	n/a
Pre-emption rights	Required	As required by relevant company law	n/a
Significant transaction ('Class tests')	Rules apply	n/a	n/a
Related-party transactions	Rules apply	n/a	n/a
Cancellation	75 per cent shareholder approval required	No shareholder approval required	No shareholder approval required

This list is not exhaustive and should be read in conjunction with the FSA Handbook (Listing Rules, Prospectus Rules and Disclosure & Transparency Rules).