Listing Rules—employee share schemes aspects

The following Share Incentives practice note provides comprehensive and up to date legal information covering:

  • Listing Rules—employee share schemes aspects
  • Introduction to the Listing Rules
  • The FCA Listing Rules—criteria for admission
  • Continuing obligations—employees’ share schemes
  • Continuing obligation—rights of pre-emption and sale of shares to employees’ share schemes
  • Meaning of ‘employees’ share schemes’
  • Continuing obligations—shareholder approval of share schemes
  • Meaning of a ‘long-term incentive scheme’
  • Exceptions to the requirement for shareholder approval
  • Listed companies which are not incorporated in the UK
  • More...

Listing Rules—employee share schemes aspects

Brexit: For details of the impact of Brexit on the Listing Rules, see Practice Note: Brexit—UK listing and prospectus regime.

UK Listings Review: On 3 March 2021, HM Treasury published the UK Listings Review, which was launched by the Chancellor on 19 November 2020 as part of a plan to strengthen the UK’s position as a leading global financial centre. The review examines how companies raise equity capital on UK public markets and includes a series of recommendations on changes to the Listing Rules in order to improve the process. See Independent review recommends reforms to UK Listing rules to boost growth and markets. For details of the recommendations made in the review and how the government and the Financial Conduct Authority (FCA) are taking the recommendations forward, see Practice Notes: UK Listing Review and UK Listing Review—progress tracker.

Introduction to the Listing Rules

This Practice Note sets out the specific Listing Rules with which a company with a ‘premium listing’ of equity shares on the Official List of the London Stock Exchange must comply in relation to its employee share incentive arrangements. This Practice Note also considers the circumstances in which employee share arrangements are exempted from the Listing Rules.

The Listing Rules are published by the FCA and are published in the FCA Handbook.

A premium listing on the Stock Exchange means that

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