Listing Rules—employee share schemes aspects
Listing Rules—employee share schemes aspects

The following Share Incentives guidance 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 obligations—discounted option arrangements
  • Contents of shareholder circular
  • Relationship between the Listing Rules and the Market Abuse Regime
  • Exceptions to Listing Rules’ requirements for employees’ share schemes

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

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 employee share arrangements. This note also considers the circumstances in which employee share arrangements are exempted from the Listing Rules.

The Listing Rules are published by the Financial Conduct Authority (FCA) and are published in the FCA Handbook.

A premium listing on the Stock Exchange means that the company has to comply with additional listing rules requirements, over and above those which apply to a standard listing, in particular the continuing obligations set out in Listing Rule 9.

The FCA Listing Rules—criteria for admission

A requirement for admission to listing is that a company’s shares must all be fully paid and be free from any liens and from any restrictions on the right of transfer. The related tax rules governing the conditions for the four main types of statutory tax advantaged employees’ share schemes: enterprise management incentive (EMI) schemes, save as you earn (SAYE) schemes, share incentive plans (SIP) and company share option plans (CSOPs) all also require the relevant