Supervisory Notice

On , the Financial Conduct Authority issued a Supervisory Notice to Umuthi Healthcare Solutions plc


Umuthi Healthcare Solutions plc ("the Company")

1. Pursuant to section 77(1) and 77(2A) of the Financial Services and Markets Act

2000 (“the Act”), the FCA has decided to cancel (or “discontinue”) the following
security (“the Company’s Shares” or “the Shares”) from the Official List:

Security Description

Ordinary Shares of GBP0.001 each; fully paid


2. The discontinuance takes effect immediately. The Company’s Shares have been

suspended since 7:30am on 3 June 2021.


3. Under FSMA s77(1) the FCA may “in accordance with Listing Rules” cancel (or

“discontinue”) the listing of any security “if satisfied that there are special
circumstances which preclude normal regular dealings in them”. Under s77(2A) the
FCA may do this on its own initiative.

4. Umuthi Healthcare Solutions Plc (“the Company”) is parent to LEMS Pharmaceutical

Ltd which holds itself out as a South African-based healthcare business. On 4 March

2021 the Company was admitted to the Official List. At that time, the Company had
a market capitalisation of approximately £27.6m. As of 3 June 2021, its market
capitalisation was in the region of £35m.

5. The Authority has concluded that there are special circumstances which preclude

normal regular dealing in the Company’s shares, as follows:

i. The supply of Shares is fundamentally uncertain. The Company has been

unable to provide an adequate account of when and how shares were issued
and allocated to shareholders at the time of admission, and it is in an
ongoing public dispute with individuals as to the existence of certain Shares.

ii. The Company’s financial position is fundamentally uncertain. The Company

has had to correct published financial information on two occasions; in its
Prospectus and then its Supplementary Prospectus. The Company has failed
to post yearly and half-yearly results in compliance with the Company’s
continuing obligations for listing under the Authority’s Disclosure and
Transparency Rules (“DTRs”). Those results remain outstanding as at the
date of this Notice.

iii. The Authority sees no realistic prospect of the Company resolving the above

issues in the foreseeable future, having already been provided with a
reasonable time period to address them. The Authority has provided the
Company with numerous opportunities to explain to the Authority why and
how those issues arose and how they may be avoided in the future but its
responses have been consistently late, incomplete and / or inadequate.
Adequate systems and controls and timely responses to the Authority are an
important part of the Company’s continuing obligations for listing. In
particular, Listing Rule 2 requires that a listed company must deal with the
Authority in an open and cooperative manner.

iv. Listing Rule 5.2.1 provides as an example of a special circumstance

precluding normal regular dealings in the Shares that “the listing has been
suspended for more than six months”. As of the date of this Notice, the
most recent suspension of the Shares has been in force for more than 12
months and the Shares have been suspended in total for all but 2 weeks
since their Listing in March 2021.

6. As set out at LR7.1.2G the purpose of the Listing Rules is to ensure that listed

companies pay due regard to the fundamental role they play in maintaining market
confidence and ensuring fair and orderly markets. As a result of the above special
circumstances, the Authority has concluded that it is not possible for there to be a
fair and orderly market in the Shares, that ordinary, regular dealings in the Shares
are precluded, and that this is likely to persist for the foreseeable future.

7. The integrity and reputation of the Official List is a matter of paramount importance

to the proper functioning of the market in listed securities. The Authority is
concerned to ensure that those firms which gain admission to the Official List satisfy
and are seen to satisfy all of the continuing obligations of such listing, including
those under the DTRs.

8. The Authority may, and does, suspend listed securities if the smooth operation of

the market is temporarily jeopardised or it is necessary to protect investors.

However, where a security is merely suspended from the Official List, it may be
assumed by investors or other stakeholders that it will, at some point, be restored.
In circumstances where fundamental and persistent problems have arisen with the
listing of a security, discontinuance may be a more appropriate option. The
Authority has considered the potential detriment to Shareholders which may arise as
a result of the discontinuance.

9. In all the circumstances of this case, the Authority has decided to discontinue the

Listing with immediate effect.


The definitions below are used in this Notice:

“the Accountants” means the firm of accountants engaged by the Company in respect of the
Prospectus and Supplementary Prospectus

“the Act” means the Financial Services and Markets Act 2000

“the Action Group” means the group of shareholder activists referred to in the Notice

“the Broker” means the broker referred to in the Notice and which had been contracted to
facilitate share accounts relating to the Company

“the Company” means Umuthi Healthcare Solutions Plc

“the Consultant” means the individual referred to in the Notice as a consultant to the Company

“the Director” means the individual referred to in the Notice as a director of the Company

“the DTRs” means the Disclosure and Transparency Rules

“the First Suspension” means the action taken to suspend the listing on 10 March 2021

“the Information Request” means the detailed request that was sent out seeking further
information from the Company on 10 June 2021.

“the January 2022 Statement” means the statement published by Umuthi Healthcare Solutions
Plc on 28 January 2022

“the Listing” means the admission of the Shares to the Official List on 4 March 2021

“the NED” means the non-executive director of the Company referred to in the Notice

“the Prospectus” means the listing prospectus published by the company on 27 August 2020

“the Second Suspension” means the action taken to suspend the Listing on 3 June 2021

“the Shares” means shares in the Company

“the Supplementary Prospectus” means the supplementary prospectus published by the
Company on 25 May 2021


10. On 27 August 2020 the Company published a listing prospectus (“the Prospectus”).

By 4 January 2021 the Company had been informed by its then firm of accountants
(“the Accountants”) that it had not consented to the financial statements contained
in the Prospectus. The Company confirmed in a letter dated 14 January 2021 to the
Authority that it would submit a supplementary prospectus to the Authority.
Following approval of that Supplementary Prospectus by the Authority on 26
February 2021, the Company published it on the same date, containing amended
financial statements.

11. On 4 March 2021 the Company was admitted to the Official List. On the same day,

the Authority received notification from the Accountants that they had not
consented to the amended financial statements in the Supplementary Prospectus.
The Accountants also published a statement on their website that consent had not
been provided to the Company. The Authority engaged with the Company between
5 and 9 March in an attempt to obtain clarification, but the information requested by
the Authority was not provided. As a result, on 10 March 2021, the Listing was
suspended by the Authority on its own initiative (“the First Suspension”), pending
resolution of this issue. The Company published audited historical financial
information in several announcements made between 12 and 19 May 2021 following
which the Authority lifted the First Suspension on 25 May 2021.

12. During the remainder of the week commencing 24 May 2021 and the following week

commencing 31 May the Authority conducted further enquiries of the Company and
its broker (“the Broker”) following receipt of complaints from certain investors in the
Company who alleged they had not received their allocation of Shares. The
Authority learned from these enquiries, and from complaints received directly from
investors, that:

i. certain shareholders were unable to deal in their Shares, either because they

did not have access to their trading accounts or certain of the Company’s
Shares had not been allocated to them.

ii. it was unclear, due to anomalies in the information provided by the

Company, whether the Company’s major shareholdings had been accurately
disclosed to the market, including whether the percentage of Shares in public
hands was in accordance with the requirements under the Listing Rules, LR
14.2.2. (as in force at the time), which required 25% of Shares to be held in
public hands.

13. The Authority considered that these issues could jeopardise the smooth operation of

the market, such that to avoid this and to protect investors, it was necessary for the
Authority to suspend the Shares on its own initiative for a second time (“the Second
Suspension”). At that time, it appeared these difficulties, while potentially serious,
were due to operational issues in share allocation which were potentially resolvable.
The Second Suspension took effect on 3 June 2021.

14. On 31 August 2021, the Company missed the deadline to publish its year-end

results under the DTRs. DTR 4.1.3R states that the Company had a period of four
months after its year end to publish its annual accounts. In addition, the FCA had
provided a period of two months temporary relief in light of the coronavirus
pandemic. 31 August 2021 was the date upon which this extension expired.

15. On 13 September 2021, a non-executive director of the Company (“the NED”) wrote

to the Authority stating that on 23 August 2021 the Company had received a letter
from a group of shareholder activists (“the Action Group”) alleging fraud in the sale
of the Shares and identifying a consultant and advisor to the Company (“the
Consultant”) as a person of interest in that alleged fraud. The NED stated that he
had not previously been aware of this issue and that he had resigned his
directorship and no longer wished to be associated with the Company.

16. In October 2021, a director of the Company (“the Director”) and the Consultant

were arrested and charged by South African police on suspicion of fraud. The
suspected fraud appeared to relate to allegations that certain Shares or purported
Shares had been sold by the Company or on its behalf but these had not been listed
when the Company was admitted to the Official List. The Consultant had held no
formal position as an officer or director of the Company but had been held out as its
advisor and representative. The Consultant’s role had included representing the
Company directly in its dealings with the Authority. The charges against the Director
were dropped in December 2021. So far as the Authority is aware, the Consultant
remains in custody awaiting the determination of criminal charges.

17. On 31 December 2021, the Company missed a further extended financial reporting

deadline, this time to publish its half-yearly financial report for the period ending 31
August 2021. Under DTR 4.2.2R, the Company had a period of three months after
its period end to publish its half-yearly accounts, in addition to the period of one
month’s temporary relief provided by the FCA in light of the coronavirus pandemic.
31 December 2021 was the date upon which this extension expired.

18. On 28 January 2022, the Company made a statement (“the January 2022

Statement”) regarding the Second Suspension, which it referred to as a “temporary
suspension of Trading”. It informed the market that the “Annual Report and
Accounts” of the Company were “in the process of being finalised and will be
released as soon as practicable” and that the Company’s management was “in [the]
final stages of securing financing from shareholders”.

19. It further stated that the Company had “obtained legal advice on the issues raised

by shareholders”. It alleged that allegations from certain members of the Action
Group amounted to a “deliberate and premeditated salacious slandering of the
Company and its Board” and indicated that “criminal and civil litigation” may be
brought against the individuals concerned.

20. As at the date of this Notice, the Company has still not published either its annual or

half yearly financial reports, which were due to be published more than six and nine
months ago respectively.

The Company’s delayed response to the Authority’s Information Request

21. On 10 June 2021, one week after the Second Suspension came into effect, the

Authority sent a detailed request seeking further information on the material issues
which had been identified up to that point (“the Information Request”). This
Information Request set a deadline of 24 June 2021 for a response to certain
aspects of the request with other elements requiring a full response as soon as

22. The Company provided certain responses to the Information Request on 18 June

2021 and 22 June 2021 but these were materially incomplete. On 9 September, the
Authority wrote to the Company providing a breakdown of unresolved key issues.
The Company provided a response to the 9 September letter, as well as to a further
email from the Authority to the Company on 13 September 2021, on 14 September
2021. The Authority wrote again to the Company on 30 September outlining
material information still missing and informing the Company that the Authority
would not consider restoration of the listing until all of the outstanding material
information requested had been received.

23. Following further correspondence, in the course of which the Authority continued to

press for that outstanding material information, on 1 February 2022, the Company
informed the Authority that it would provide the outstanding responses “in due
course this week”. This did not occur. The Company further stated to the Authority
on 22 February that it hoped a response would be made “later today”.

24. As of 24 March 2022, no such response had been received and the Authority wrote

to the Company again setting out the seriousness of its concerns at both the
substantive issues and its lack of any adequate response to the Information
Request. That letter set out explicitly that the Authority was considering
discontinuance of the Listing on its own initiative and without further notice to the

The Company’s Response of 28 March 2022 (“the March 2022 Response”)

25. On 28 March, the Company provided a response with enclosures.

The Supply of Shares

26. The March 2022 Response provided a revised Share Register which it assured the

Authority was correct and could be relied upon. The Company acknowledged that it
had at the time of admission allocated shares “incorrectly” and subsequently had to
“correct” this by taking shares from other shareholders. The March 2022 Response
stated that the Company then issued 9.4m further shares “to ensure all
shareholders had the correct allocation”. It provided some detailed information to
accompany its narrative explanation in the form of spreadsheets. However, none of
the material provided explained adequately, in the Authority’s view, how this
“incorrect allocation” of Shares had occurred nor how the correction process worked.

27. Furthermore, in its Information Request, the Authority had requested full details of

communications between the Company, the Broker, the Shareholders and other
stakeholders in the listing and allocation process. The March 2022 Response
provided only a very small selection of communications between the Company and
the Broker, citing – as its purported justification for not providing any additional
communications – unparticularised requirements of “confidentiality”, “privilege”, and

“legislation pertaining to protection of personal information”. The Authority does not
accept these purported justifications.

28. The March 2022 Response also purported to draw a distinction between claims by a

class of “legitimate” shareholders whose shares had been incorrectly allocated
elsewhere, and others whose claims to ownership of shares resulted from a “fraud”
with which, if it had been perpetrated upon them, the Company was “not involved”.
The March 2022 Response suggested that any culpability for any such fraud would
lie with the Consultant, but also explained that it had not been able to discuss the
matter with the Consultant, who was on remand awaiting trial in Johannesburg.

29. The Authority takes no position on the merits of any of the claims by Shareholders

or alleged Shareholders. Nor does it take any position on the assertions in the
Response that certain claims result from “fraud”. The Authority notes, however, in
relation to resolving such claims, that the Company has relied in its response on its
inability to obtain information from the Consultant due to her incarceration. As the
Consultant appears to be central to those claims by Shareholders or alleged
Shareholders, and had a key role in the Company’s affairs at the relevant time, the
Authority infers that the Company’s ability to give a complete or authoritative
account of the matter at this stage is compromised, and that it is uncertain when
this will change. As such, the fundamental uncertainty as to the supply of Shares is
unlikely to be resolved quickly.

30. The Authority further notes that, on the Company’s own account, the Director was

aware from March 2020 that allegations of fraud existed against the Consultant, but
the Company continued to hold the Consultant out as its advisor and representative
(including in dealings with the Authority) both prior to and after Listing.

31. Furthermore, although the March 2022 Response named certain shareholders and

stated categorically that their “trading issues” had been resolved, from which the
Authority infers that the Company considers their claims to be “legitimate”, since
the March 2022 Response was received three of those Shareholders subsequently
complained to the Authority that they have still not been allocated the Shares to
which they were entitled.

32. In light of the above the Authority considers that it is unable to rely upon the

Company’s statements that the issues as to Share issuance and allocation have
been resolved, and that fundamental uncertainties about the supply of Shares and
the integrity of the Share Register remain. The Authority sees no reasonable
prospect that those uncertainties will be resolved in the foreseeable future.

Fundamental uncertainty as to the Company’s financial position

33. The March 2022 Response gives no substantive reason for the lack of publication of

the yearly and half-yearly accounts to date, stating only that “the relevant financial
reports for the group have been prepared and will shortly be audited”. The Company
has subsequently, in a letter of 31 May 2022, indicated that the auditors are
working on “financial statements of the company” and that the Company is
confident it will be “be in a position to submit these by the end of June”. As of the
date of this Notice the Company has not issued any further financial statements.

34. Furthermore, the Authority must consider that previous financial reports published

by the Company have proved subsequently to be unreliable, and the Company has
not provided the Authority with either an adequate diagnosis of previous mistakes,
or adequate information as to its current systems and controls. This is despite
clearly being required to do so by the Authority in the Information Request.

35. The March 2022 Response, even taken together with the Company’s subsequent

correspondence, therefore gives no reasonable prospect that the fundamental
uncertainty about the Company’s financial position will be resolved in the
foreseeable future.

Governance and prospects of improvement

36. In the Information Request, the Authority specifically sought detailed and up-to-date

information regarding the Company’s systems and controls including the identities
of persons holding managerial responsibilities. It also asked explicitly for the
Company to provide internal documentation from around the time of the First and
Second Suspensions and to identify who at the Company had been involved in
relevant decisions in that time period. These were required to evidence – in light of
the Authority’s concerns – the Company’s ability to resolve the issues which had
necessitated those suspensions, and its ongoing ability to comply with its listing

37. The March 2022 Response failed to provide the requested information. In particular,

it failed to identify any current employees or directors or persons carrying out
managerial responsibilities; the only clear information it gave in this regard was
negative: that the Consultant “carries no managerial responsibilities, is not a
director or officer of the Company and will not be in the future”. The Company
asserted that it “has the systems in place” to ensure that issues such as the
incorrect allocation of Shares would “not happen again”, but not how these
purported systems operate, who designed them, nor who would have responsibility
for supervising them.

38. Neither did the March 2022 Response identify who had taken relevant decisions

during the listing process and in the period of time leading up to the First and
Second Suspensions. The Consultant is identified in the March 2022 Response, but
is variously characterised in the March 2022 Response as a person who was
“involved” or “assisted” in the Listing process and whose role “was analogous to that
of a sponsoring broker or nominated adviser”. At no point is a managerial role
attributed to the Consultant or to anyone else. Relevant decisions from that time
period, insofar as they are accounted for at all in the March 2022 Response, are
attributed to “the Company”, “the board” or “management” without any particularity
as to the individuals concerned.

39. The March 2022 Response suggested that incorrect allocation of Shares was unlikely

to re-occur because the Listing “and the initial CREST enablement and allocation of
shares is a non-recurring event”, and that the “issues experienced” were
“tantamount to a comedy of errors” the re-occurrence of which would be “practically
impossible”. The Authority considers this to be a wholly inadequate diagnosis of, and
approach to resolving, the serious underlying problems which manifested in the
Company’s listing process.


40. Notwithstanding the Company’s March 2022 Response, there continue to be special

circumstances which preclude ordinary, regular dealings in the Shares. In particular,
there exist fundamental uncertainties as to the issue and allocation of the
Company’s Shares and as to the Company’s financial position. The Authority does
not consider that a fair and orderly market in the Company’s Shares is possible in
such circumstances.

41. Despite repeated engagement by the Authority, the Company has been unable to

address or resolve these issues adequately or in some cases at all. These failings
have occurred for a significant period: the Company has been unable to address the
issues adequately despite the Second Suspension already having been in place for
more than a year.

42. Due to the Company’s inadequate engagement with the Authority, including its

responses to the Information Request, the Authority is unable to conclude that the
Company has the necessary infrastructure, governance or resources in place to
resolve the material issues which have arisen or to give the Authority a reasonable
basis to conclude that similar issues will not arise in the future.

43. The Authority also cannot be confident that the Company will conform with its

continuing obligations for listing, including those under LR14.3 and those under the
DTRs, or that any future enquiries the Authority makes of the Company would be
responded to in a timely or candid manner, in accordance with the Company’s listing
obligations, including that of being open and co-operative with the Authority.

44. The Authority considers that it has allowed a more than reasonable time period for

the Company to resolve these special circumstances. The Company has failed to do
so. Moreover, the Authority, for the above reasons, does not consider there is a
reasonable prospect that the Company will resolve these issues in the foreseeable
future, or that any undertaking by the Company to resolve those issues can be
relied upon.

The Impact of Discontinuance upon Shareholders

45. Prior to taking the decision set out in this Notice, the Authority considered the

detriment which may result to existing Shareholders as a result of discontinuing the
listing of the Company’s Shares. The Authority recognises that discontinuance can in
some circumstances be depressive of the value of shares and increase the time and
costs incurred by shareholders in selling them.

46. The market capitalisation of the Company at the time of the Second Suspension was

£35.49m. The Authority has had regard to the following matters in considering the
potential effect of this action upon the interests of existing Shareholders:

i. It is likely that there has already been a considerable deterioration in the

value of the Company’s Shares since the date the Second Suspension took
effect. Since the Second Suspension, the Director and the Consultant were
arrested in relation to an alleged share fraud, the Company failed to post
financial results in repeated non-compliance with the Disclosure and

Transparency Rules, and its disputes with at least some Shareholders and/or
alleged Shareholders appear to have escalated.

ii. It is difficult, if not impossible to apply any fixed value to the Company’s

Shares at all in circumstances due to fundamental uncertainty about the
supply of Shares and the Company’s financial position. The Authority
considers there is insufficient information for an ordinary, regular price
formation process to take place.

iii. The Authority does not consider there is a reasonable prospect that the

Company will sufficiently resolve these issues in the foreseeable future such
that the suspension would be lifted. As such, discontinuance of the listing of
the Shares (as opposed to an indefinite suspension) will assist in clarifying
the position for the benefit of all stakeholders, including shareholders who
may be considering further investment in the Company, and who may be
under the impression that (as the Company stated on 28 January) the
Second Suspension is “temporary”.

iv. If appropriate circumstances arise, the Company could in the future apply for

readmission to the Official List. For the avoidance of doubt, the Authority
entirely reserves its position in respect of any such future application, which
is likely to depend on a multitude of factors including (but not limited to)
whether the shares are eligible for listing at that time and whether the
special circumstances discussed in this Notice have been resolved.

47. The Authority has concluded that the possibility that shareholders may suffer some

detriment as a result of the discontinuance is outweighed by the reasons in favour
of discontinuance as set out in this Notice, in particular – having regard to the
Authority’s statutory objectives – the need to maintain market confidence and to
ensure fair and orderly markets.



48. The decision which gave rise to the obligation to give this First Supervisory Notice

was made by an Authority staff member under executive procedures according to
DEPP 2.2.3G and DEPP 4.1.7G of the Handbook.

49. This Notice is given under section 78(2) of the Act and in accordance with section

78(3) of the Act.

50. The following statutory rights are important.


51. The Company has the right to make written representations to the Authority

(whether or not it refers this matter to the Tribunal). The Firm may also request the
opportunity to make oral representations but the Authority will only consider this in
exceptional circumstances, as per DEPP 2.3.1AG of the Handbook. The deadline for
providing written representations is Friday 29 July or such later date as may be
permitted by the Authority. Any notification or representations should be sent to Tim



The Tribunal

52. The Company has the right to refer the matter to which this First Supervisory Notice

relates to the Upper Tribunal (“the Tribunal”). The Tax and Chancery Chamber is
part of the Tribunal which, amongst other things, hears references arising from
decisions of the Authority. Under paragraph 2(2) of Schedule 3 of the Tribunal
Procedure (Upper Tribunal) Rules 2008, the Firm has 28 days from the date on
which this First Supervisory Notice is given to it to refer the matter to the Tribunal.

53. A reference to the Tribunal can be made by way of a reference notice (Form FTC3)

signed by or on behalf of the Firm and filed with a copy of this First Supervisory
Notice. The Tribunal’s contact details are: The Upper Tribunal, Tax and Chancery
Chamber, 5th Floor, Rolls Building, Fetter Lane, London EC4A 1NL (telephone: 020
7612 9730; email:

54. Further information on the Tribunal, including guidance and the relevant forms to



55. The Firm should note that a copy of the reference notice (Form FTC3) must also be

sent to the Authority at the same time as a reference is filed with the Tribunal. A
copy of the reference notice should be sent to Tim Edgar (
and Chris Teasdale (

Confidentiality and publicity

56. The Firm should note that this First Supervisory Notice may contain confidential

information and should not be disclosed to a third party (except for the purpose of
obtaining legal advice on its contents).

57. The Firm should note that section 391(5) of the Act requires the Authority, when the

First Supervisory Notice takes effect, to publish such information about the matter
to which the notice relates as it considers appropriate.

Authority contacts

58. For more information concerning this matter generally, contact Tim Edgar


( on 020 7066 2248.

59. Any questions regarding the executive procedures decision-making process should

be directed to Tim Edgar ( on 020 7066 9522 or Chris
Teasdale ( 020 7066 2248.



FSMA s77 Discontinuance and suspension of listing

(1) The [FCA] may, in accordance with listing rules, discontinue the listing of any securities
if satisfied that there are special circumstances which preclude normal regular dealings in


[(2A) The [FCA] may discontinue under subsection (1) or suspend under subsection (2) the
listing of any securities on its own initiative or on the application of the issuer of those


FSMA s78 Discontinuance or suspension: procedure

(1) A discontinuance or suspension [by the [FCA] on its own initiative] takes effect—

(a) immediately, if the notice under subsection (2) states that that is the case;
(b) in any other case, on such date as may be specified in that notice.

(2) If [on its own initiative] the [FCA]—

(a) proposes to discontinue or suspend the listing of securities, or
(b) discontinues or suspends the listing of securities with immediate effect,
it must give the issuer of the securities written notice.

(3) The notice must—

(a) give details of the discontinuance or suspension;
(b) state the [FCA’s] reasons for the discontinuance or suspension and for choosing the
date on which it took effect or takes effect;
(c) inform the issuer of the securities that he may make representations to the [FCA] within
such period as may be specified in the notice (whether or not he has referred the matter to
the Tribunal);
(d) inform him of the date on which the discontinuance or suspension took effect or will
take effect; and
(e) inform him of his right to refer the matter to the Tribunal.



LR 5.2.1: The FCA may cancel the listing of securities if it is satisfied that there are special
circumstances that preclude normal regular dealings in them.

LR 5.2.2 (Guidance): Examples of when the FCA may cancel the listing of securities include
(but are not limited to) situations where it appears to the FCA that:

1. the securities are no longer admitted to trading as required by these rules; or
2. the issuer no longer satisfies its continuing obligations for listing, for example if the

percentage of shares in public hands falls below 10% (the FCA may however allow a
reasonable time to restore the percentage, unless this is precluded by the need to
maintain the smooth operation of the market or to protect investors); or

3. the securities’ listing has been suspended for more than six months;
4. the securities are equity shares with a standard listing issued by a closed- ended

investment fund where the closed- ended investment fund no longer has a premium
listing of equity shares.

LR 7.1.2 (Guidance): The purpose of the Listing Principles and the Premium Listing
Principles is to ensure that listed companies pay due regard to the fundamental role they
play in maintaining market confidence and ensuring fair and orderly markets.

Listing Principle 1 (LR 7.2.1): A listed company must take reasonable steps to establish and
maintain adequate procedures, systems and controls to enable it to comply with its

Listing Principle 2 (LR 7.2.1): A listed company must deal with the FCA in an open and co-
operative manner.


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