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Requirements for an offering and listing in the U.K., U.S. or Hong Kong

Requirements for an offering and listing in the U.K., U.S. or Hong Kong

The following pages summarize the listing and registration requirements of the U.K., the U.S. and Hong Kong that would apply to a company making an offering and listing of shares, or depositary receipts (“DRs”) representing its shares, on the London Stock Exchange, the New York Stock Exchange or the Hong Kong Stock Exchange, as well as the continuing obligations that would apply to a company listed on those exchanges. The following assumes that the Company would be a foreign private issuer for U.S. securities laws purposes listing DRs on the New York Stock Exchange. The U.K. regime comprises “premium listings” and “standard listings”. Premium listings, which impose more stringent standards of eligibility, disclosure and continuing obligations, are limited to shares. Standard listings are available for shares, DRs and other securities.

United Kingdom United States Hong Kong
Premium Listing Standard Listing
Structure of Offering: Offering made by way of publication of a Prospectus coupled with admission of ordinary shares to the Official List of the United Kingdom Listing Authority (“UKLA”) and to trading on the main market of the London Stock Exchange (“LSE”) Registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission (the “SEC”) and DRs listed on the New York Stock Exchange (the “NYSE”) Offering made by way of publication of a Prospectus coupled with listing of ordinary shares on the Main Board of The Stock Exchange of Hong Kong Limited (the “HKSE”)
Basic Documentation:
  • Prospectus and eligibility letter submitted for approval by the UKLA
  • Underwriting agreement (including representations, indemnity and lock-up of selling shareholders)
  • Lock-up letters of other shareholders, if required by underwriters
  • Comfort letters from auditors
  • Legal opinions
  • For premium listings, if the Company has a controlling shareholder1, a relationship agreement with that shareholder including minimum prescribed undertakings
  • Prospectus
  • Registration statement (Form F-1) to be filed with SEC
  • NYSE listing agreement
  • Underwriting agreement (including representations, indemnity and lock-up by selling shareholders)
  • Lock-up letters of other shareholders, if required by underwriters
  • Comfort letters
  • Legal opinions
  • Depository Agent and related registration statement (Form F-6) for DR program
  • Advance booking form (Form A1)
  • Prospectus
  • Underwriting agreement (including representations, indemnity and lock-up of selling shareholders)
  • Lock-up undertakings of controlling shareholders2
  • Comfort letters
  • Legal opinions
  • Written submission on any proposed connected transactions after listing and waiver application (if any) – please see Exhibit B
  • Receiving banker agreement (agreement with receiving bank relating to retail tranche)
  • Registrar agreement
  • adviser agreement
Sponsor:
  • A sponsor independent of the listing applicant must be appointed from the outset of the listing process
  • The Sponsor must provide confirmations to the UKLA as to the applicant’s suitability and as part of this process will require various forms of comfort letter from the Company, its directors, the auditors and legal counsel
  • Sponsors are also required in various circumstances following the listing, including where a significant transaction or related party transaction is contemplated
None None
  • A sponsor independent of the listing applicant is required at least two months before the date of submission of the Form A1 until the listing date
  • The role of the sponsor includes filing the formal application for listing (and all supporting documents) on behalf of the applicant and dealing with the HKSE on all matters arising in connection with the application
  • Additionally, the sponsor must be satisfied that the applicant is suitable to be listed, that the information contained in the prospectus is complete and accurate in all material respects and that the applicant’s directors will be able to honor their obligations under the Listing Rules post-listing

1 A “controlling shareholder” under the U.K. Listing Rules meaning a person who, together with its associates and parties “acting in concert” with it (as used in the context of the U.K. City Code on Takeovers and Mergers), owns 30% or more of the shares or voting rights in the Company.

2 A “controlling shareholder” under the HKSE rules is any person or group of persons who is or are entitled to exercise or control the exercise of at least 30% of the voting power of the Company or who is or are in a position to control the composition of a majority of the Company’s board.

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Posted on

2014-09-16