BECOMING A UK-REIT 26
DECIDE UPONTHE MOST APPROPRIATE CAPITAL MARKET FOR THE BUSINESS.
Most UK-REITs have historically chosen to list on the Premium or Specialist Fund segment of the LSE main market, but AIM or the IPSX are alternatives. An IPO readiness exercise and input from the Sponsor/Nominated Advisor and broker will help businesses narrow down the choice of market.
MAIN MARKET 1 2
AIM 2
IPSX
PREMIUM SEGMENT £700,000
SPECIALIST FUND SEGMENT
PRIME
WHOLESALE
Minimum market capitalisation required
None
None
No minimum market capitalisation. Minimum asset valuation is generally £50m. Prospectus (vetted by the FCA)
No minimum market capitalisation. Minimum asset valuation is generally £50m.
Legal document Sponsor/ Nominated Adviser required
Prospectus (vetted by the FCA) Yes, for IPO and certain transactions
Prospectus (vetted by the FCA)
Admission document (unless public offer)
Admission document (unless public offer)
No
Yes, at all times
Yes, for IPO and certain transactions
Yes, for IPO and certain transactions
Investors
Wide range of investors including institutions, private investors and overseas shareholders. High liquidity but depends on the size of the company, assisted
Institutional, professional, professionally advised and knowledgeable
ISA and PEP schemes are permitted holdings in AIM listed companies. An AIM listing can attract VCT funds as AIM companies retain unquoted tax status. Relatively low liquidity, no requirement for market makers.
Open to retail and institutional investors. Liquidity provided by compulsory market makers.
Open to institutional investors only. Companies must have either a market maker or a designated broker registered in their securities.
investors. Not open to retail investors.
by compulsory market makers.
Eligibility for inclusion in FTSE indexes
Eligible if criteria is met Ineligible
Ineligible
Ineligible
Ineligible
Typical timetable for IPO Deadline for issuing financial statements after year end Deadline for issuing interim results after half year end
Four - five months
Four - five months
Three - four months
Four - five months Three - four months
Four months
Four months
Six months
Six months
Six months
Three months
Three months
Three months
Three months
Three months
Corporate governance disclosures Shareholder approval for significant transactions
Yes - UK Corporate Governance Code
Yes – option as to which code
Yes – option as to which code
Yes – option as to which code
Yes – option as to which code
Dependant on investment criteria
No
Only where target is more than 100% of size of listed company, or where ‘fundamental’ disposal
Yes, where the transaction represents 100% or more of pre‑defined criteria
Yes, where the transaction represents 100% or more of pre‑defined criteria
outside of normal course of business
Note 1: the above criteria apply in the case of REITs which are classified as investment companies under Chapter 15 of the Listing Rules (for example, externally managed REITs). Trading companies listing under Chapter 6 (for example, internally managed REITs) would have slightly different criteria. Note 2: Both the Premium Segment of the Main Market and AIM allow for internally or externally managed REITs, whereas the Specialist Fund Segment only allows closed- ended investment funds (typically externally managed) to admit.
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