DTR Disclosure Rules and Transparency Rules

Part

DTR Disclosure Rules and Transparency Rules

Printed on: 29/10/2024

Rulebook at: 01/07/2005

Chapters

DTR 1 Introduction
DTR 2 Disclosure and control of
inside information by issuers
DTR 3 Transactions by persons
discharging managerial responsibilities and their connected persons

DTR 1

Introduction

DTR 1.1

Application and purpose

01/07/2005

DTR 1.1.1

The disclosure rules apply as follows:

(1) DTR 1 and DTR 2 apply to an issuer whose financial instruments are admitted to trading on a regulated market in the United Kingdom or for which a request for admission to trading on a regulated market in the United Kingdom has been made;
(2) DTR 3 applies to an issuer that is incorporated in the United Kingdom:

(a) whose financial instruments are admitted to trading on a regulated market; or
(b) for whose financial instruments a request for admission to trading on a regulated market in the United Kingdom has been made;

(3) the following apply to person discharging managerial responsibility, including directors, and connected persons:

(a) DTR 1.1 and DTR 1.2;
(b) DTR 1.3.1 R - DTR 1.3.2 G and DTR 1.3.8 R;
(c) DTR 1.4;
(d) DTR 1.5.3 G; and
(e) DTR 3; and

(4) DTR 3 applies to a non-EEA state issuer which is required to file, with the FSA, annual information in relation to shares in accordance with Article 10 of the Prospectus Directive.

01/07/2005

Purpose

DTR 1.1.2

The purpose of the disclosure rules is to implement:

(1) Article 6 of the Market Abuse Directive;

(2) Articles 2 and 3 of Commission Directive 2003/124/EC; and

(3) Articles 5 and 6 of Commission Directive 2004/72/EC.

01/07/2005

FSA performing functions as competent authority

DTR 1.1.3

In relation to the disclosure rules, the FSA is exercising its functions as the competent authority under Part VI of the Act (see section 72(1) of the Act).
Other relevant parts of Handbook
Note: Other parts of the Handbook that may also be relevant to persons to whom the disclosure rules apply include DEC (the Decision making manual), Chapter 9 of SUP (the Supervision manual) and Chapter 21 of ENF (the Enforcement manual).
Note: A list of regulated markets can be found on the FSA website at the following address: www.fsa.gov.uk/register/exchanges.do

01/07/2005

DTR 1.2

Modifying rules and consulting the FSA

01/07/2005

Modifying or dispensing with rules

DTR 1.2.1

(1) The FSA may dispense with, or modify, the disclosure rules in such cases and by reference to such circumstances as it considers appropriate (subject to the terms of directives and the Act).

(2) A dispensation or modification may be either unconditional or subject to specified conditions.

(3) If an issuer, person discharging managerial responsibilities or a connected person has applied for, or been granted, a dispensation or modification, it must notify the FSA immediately it becomes aware of any matter which is material to the relevance or appropriateness of the dispensation or modification.

(4) The FSA may revoke or modify a dispensation or modification.

01/07/2005

DTR 1.2.2

(1) An application to the FSA to dispense with or modify, a disclosure rule must be in writing.

(2) The application must:

(a) contain a clear explanation of why the dispensation or modification is requested;

(b) include details of any special requirements, for example, the date by which the dispensation or modification is required;

(d) contain any statement or information that is required by the disclosure rule to be included for a specific type of dispensation or modification; and

(e) include copies of all documents relevant to the application.

01/07/2005

DTR 1.2.3

An application to dispense with or modify a disclosure rule should ordinarily be made at least five business days before the proposed dispensation or modification is to take effect.

01/07/2005

Early consultation with FSA

DTR 1.2.4

An issuer, person discharging managerial responsibilities or connected person should consult with the FSA at the earliest possible stage if they:

(1) are in doubt about how the disclosure rules apply in a particular situation; or

(2) consider that it may be necessary for the FSA to dispense with or modify a disclosure rule.

Address for correspondence
Note: The FSA's address for correspondence in relation to the disclosure rules is:

Company Monitoring Team

Markets Division

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

Fax: 020 7066 8368

01/07/2005

DTR 1.3

Information gathering and publication

01/07/2005

Information gathering

DTR 1.3.1

An issuer, person discharging managerial responsibilities or connected person must provide to the FSA as soon as possible following a request:

(1) any information that the FSA considers appropriate to protect investors or ensure the smooth operation of the market; and

(2) any other information or explanation that the FSA may require to verify whether the disclosure rules are being and have been complied with.

01/07/2005

DTR 1.3.2

In gathering information under DTR 1.3.1 R, the FSA may contact the issuer, person discharging managerial responsibilities, connected person or their adviser directly. Telephone calls to and from the FSA may be recorded for regulatory purposes. The FSA may also require the issuer, person discharging managerial responsibilities, connected person or their advisers to provide information in writing.

01/07/2005

FSA may require the publication of information

DTR 1.3.3

(1) The FSA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market.

(2) If an issuer fails to comply with a requirement under paragraph (1) the FSA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published).

01/07/2005

Misleading information not to be published

DTR 1.3.4

An issuer must take all reasonable care to ensure that any information it notifies to a RIS is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.

01/07/2005

DTR 1.3.5

An issuer must not combine, in a manner likely to be misleading, a RIS announcement with the marketing of its activities. [Note: Article 2(1) 2003/124/EC]

01/07/2005

Notification when a RIS is not open for business

DTR 1.3.6

If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it must distribute the information as soon as possible to:

(1) not less than two national newspapers in the United Kingdom;

(2) two newswire services operating in the United Kingdom; and

(3) a RIS for release as soon as it opens.

01/07/2005

DTR 1.3.7

The fact that a RIS is not open for business is not, in itself, sufficient grounds for delaying the disclosure or distribution of inside information.

01/07/2005

English language

DTR 1.3.8

A notification to a RIS that is required under the disclosure rules must be in English.

01/07/2005

DTR 1.4

Suspension of trading

01/07/2005

DTR 1.4.1

The FSA may require the suspension of trading of a financial instrument with effect from such time as it may determine if there are reasonable grounds to suspect non-compliance with the disclosure rules.

01/07/2005

DTR 1.4.2

If trading of an issuer's financial instruments is suspended, the issuer, any persons discharging managerial responsibilities and any connected person must continue to comply with all applicable disclosure rules.

01/07/2005

DTR 1.4.3

If the FSA has required the suspension of trading of any financial instruments, it may impose such conditions on the procedure for lifting the suspension as it considers appropriate.

01/07/2005

DTR 1.4.4

Examples of when the FSA may require the suspension of trading of a financial instrument include:

(1) if an issuer fails to make a RIS announcement as required by the disclosure rules within the applicable time-limits which the FSA considers could affect the interests of investors or affect the smooth operation of the market; or

(2) if there is or there may be a leak of inside information and the issuer is unwilling or unable to issue an appropriate RIS announcement within a reasonable period of time.

01/07/2005

DTR 1.4.5

The decision-making procedures to be followed by the FSA when it:

(1) requires the suspension of trading of a financial instrument; or

(2) refuses an application by an issuer to lift a suspension made under section 96C;

are set out in DEC .

01/07/2005

DTR 1.5

Fees, market abuse safe harbours and sanctions

01/07/2005

Fees

DTR 1.5.1

An issuer must pay the fees set out in DTR 1 Annex 2 R to the FSA when they are due.

01/07/2005

Market abuse safe harbours

DTR 1.5.2

Pursuant to section 118A(5) of the Act, behaviour conforming with the disclosure rules specified below does not amount to market abuse under section 118(1) of the Act:

(1) DTR 1.3.4 R (Misleading information not to be published);

(2) DTR 1.3.6 R (Notification when a RIS is not open for business);

(3) DTR 2.2.1 R (Requirement to disclose inside information); and

(4) DTR 2.5.1 R (Delaying disclosure).

01/07/2005

Sanctions

DTR 1.5.3

(1) If the FSA considers that an issuer, a person discharging managerial responsibilities or a connected person has breached any of the disclosure rules it may, subject to the provisions of the Act, impose on that person a financial penalty or publish a statement censuring that person.

(2) If the FSA considers that a former director was knowingly concerned in a breach by an issuer it may, subject to the provisions of the Act, impose on that person a financial penalty.

01/07/2005

DTR 1 Annex 2

Annex 2R Fees payable in relation to the period 1 April 2005 to 31 March 2006

01/07/2005

This annex belongs to DTR 1.5.1R

Annual fees for the period 1 April 2005 to 31 March 2006

All non-listed issuers of shares, depositary receipts and securitised derivatives. Annual fees for listed issuers in respect of Disclosure Rules obligations are incorporated in the annual fee for listed issuers under the Listing Rules.
A non-listed issuer which becomes subject to the disclosure rules during the course of the financial year must pay a proportion of the annual fee which is calculated in accordance with the following Table 3.

(1) For all non-listed issuers of securitised derivatives, depositary receipts and global depositary receipts the fees payable are set out in Table 1.

(2) For all other non-listed issuers fees to be determined according to market capitalisation as set out in Table 2. The fee is calculated as follows:

(a)

the relevant minimum fee; plus

(b)

the cumulative total of the sums payable for each of the bands calculated by multiplying each relevant tranche of the firm's market capitalisation by the rate indicated for that tranche.

Fees from other fee schedules contained in other sections of the sourcebook may be applicable to a single submission.

Table 1

Annual fees for non-listed issuers of securitised derivatives, depositary receipts and global depositary receipts

Issuer

Fee amount

Issuers of securitised derivatives

2,400

Issuers of depositary receipts and global depositary receipts

2,880

Table 2

Fee payable

Minimum fee ()

2,400

million of Market Capitalisation

Fee (/m or part m of Market Capitalisation)

0-100

>100 - 250

9.448

>250 - 1,000

3.776

>1,000 - 5,000

1.256

>5,000 - 25,000

0.0236

>25,000

0.00632

Table 3

Quarter in which the non-listed issuer becomes subject to the Disclosure Rules

Proportion payable

1 July to 30 September inclusive

75%

1 October to 31 December inclusive

50%

1 January to 31 March inclusive

25%

01/07/2005

DTR 2

Disclosure and control of
inside information by issuers

DTR 2.1

Introduction and purpose

01/07/2005

Introduction

DTR 2.1.1

An issuer should be aware that matters that fall within the scope of this chapter may also fall within the scope of:

(1) the market abuse regime set out in section 118 of the Act;

(2) section 397 of the Act relating to misleading statements and practices;

(3) Part V of the Criminal Justice Act 1993 relating to insider dealing; and

(4) the Takeover Code.

01/07/2005

DTR 2.1.2

If an issuer is involved in a matter which also falls within the scope of the Takeover Code it must nevertheless comply with its obligations under this chapter.

01/07/2005

Purpose

DTR 2.1.3

The purpose of this chapter is to:

(1) promote prompt and fair disclosure of relevant information to the market; and [Note: Recital 24 Market Abuse Directive]

(2) set out specific circumstances when an issuer can delay public disclosure of inside information and requirements to ensure that such information is kept confidential in order to protect investors and prevent insider dealing. [Note: Recital 5 2003/124/EC]

01/07/2005

DTR 2.2

Disclosure of inside information

01/07/2005

Requirement to disclose inside information

DTR 2.2.1

An issuer must notify a RIS as soon as possible of any inside information which directly concerns the issuer unless DTR 2.5.1 R applies. [Note: Article 6(1) Market Abuse Directive]

01/07/2005

DTR 2.2.2

An issuer will be deemed to have complied with DTR 2.2.1 R where, upon the coming into existence of a set of circumstances or the occurrence of an event, albeit not yet formalised, the issuer notified a RIS as soon as was possible. [Note: Article 2(2) 2003/124/EC]

01/07/2005

Identifying inside information

DTR 2.2.3

Information is inside information if each of the criteria in the definition of inside information is met.

01/07/2005

DTR 2.2.4

(1) In determining the likely price significance of the information an issuer should assess whether the information in question would be likely to be used by a reasonable investor as part of the basis of his investment decisions and would therefore be likely to have a significant effect on the price of the issuer's financial instruments (the reasonable investor test). [Note: Article 1(2) 2003/124/EC]

(2) In determining whether information would be likely to have a significant effect on the price of financial instruments, an issuer should be mindful that there is no figure (percentage change or otherwise) that can be set for any issuer when determining what constitutes a significant effect on the price of the financial instruments as this will vary from issuer to issuer.

01/07/2005

DTR 2.2.5

The reasonable investor test requires an issuer:

(1) to take into account that the significance of the information in question will vary widely from issuer to issuer, depending on a variety of factors such as the issuer's size, recent developments and the market sentiment about the issuer and the sector in which it operates; and

(2) to assume that a reasonable investor will make investment decisions relating to the relevant financial instrument to maximise his economic self interest.

01/07/2005

DTR 2.2.6

It is not possible to prescribe how the reasonable investor test will apply in all possible situations. Any assessment should take into consideration the anticipated impact of the information in light of the totality of the issuer's activities, the reliability of the source of the information and other market variables likely to affect the relevant financial instrument in the given circumstances. However, information which is likely to be considered relevant to a reasonable investor's decision includes information which affects:

(1) the assets and liabilities of the issuer;

(2) the performance, or the expectation of the performance, of the issuer's business;

(3) the financial condition of the issuer;

(4) the course of the issuer's business;

(5) major new developments in the business of the issuer; or

(6) information previously disclosed to the market. [Note: Recital 1 2003/124/EC]

01/07/2005

DTR 2.2.7

An issuer and its advisers are best placed to make an initial assessment of whether particular information amounts to inside information. The decision as to whether a piece of information is inside information may be finely balanced and the issuer (with the help of its advisers) will need to exercise its judgement.

Note: DTR 2.7 provides additional guidance on dealing with market rumour.

01/07/2005

DTR 2.2.8

The directors of the issuer should carefully and continuously monitor whether changes in the circumstances of the issuer are such that an announcement obligation has arisen under this chapter.

01/07/2005

When to disclose inside information

DTR 2.2.9

(1) Subject to the limited ability to delay release of inside information to the public provided by DTR 2.5.1 R, an issuer is required to notify, via a RIS, all inside information in its possession as soon as possible.

(2) If an issuer is faced with an unexpected and significant event, a short delay may be acceptable if it is necessary to clarify the situation. In such situations a holding announcement should be used where an issuer believes that there is a danger of inside information leaking before the facts and their impact can be confirmed. The holding announcement should:

(a) detail as much of the subject matter as possible;

(b) set out the reasons why a fuller announcement cannot be made; and

(3) If an issuer is unable, or unwilling to make a holding announcement it may be appropriate for the trading of its financial instruments to be suspended until the issuer is in a position to make an announcement.

(4) An issuer that is in any doubt as to the timing of announcements required by this chapter should consult the FSA at the earliest opportunity.

01/07/2005

Communication with third parties

DTR 2.2.10

The FSA is aware that many issuers provide unpublished information to third parties such as analysts, employees, credit rating agencies, finance providers and major shareholders, often in response to queries from such parties. The fact that information is unpublished does not in itself make it inside information. However, unpublished information which amounts to inside information is only permitted to be disclosed in accordance with the disclosure rules and an issuer must ensure that at all times it acts in compliance with this chapter.

01/07/2005

DTR 2.3

Publication of information on internet site

01/07/2005

DTR 2.3.1

DTR 2.3.2 R - DTR 2.3.5 R apply to an issuer that has an internet site.

01/07/2005

DTR 2.3.2

Inside information announced via a RIS must be available on the issuer's internet site by the close of the business day following the day of the RIS announcement.

01/07/2005

DTR 2.3.3

An issuer must ensure that inside information is notified to a RIS before, or simultaneously with, publication of such inside information on its internet site.

01/07/2005

DTR 2.3.4

To ensure fast access and correct and timely assessment of the information by the public, an issuer should not publish inside information on its internet site as an alternative to its disclosure via a RIS.

01/07/2005

DTR 2.3.5

An issuer must, for a period of one year following publication, post on its internet sites all inside information that it is required to disclose via a RIS. [Note: Article 6(1) Market Abuse Directive]

01/07/2005

DTR 2.4

Equivalent information

01/07/2005

DTR 2.4.1

Without prejudice to its obligations under DTR 2.2.1 R, an issuer must take reasonable care to ensure that the disclosure of inside information to the public is synchronised as closely as possible in all jurisdictions in which it has:

(1) financial instruments admitted to trading on a regulated market;
(2) requested admission to trading of its financial instruments on a regulated market; or
(3) financial instruments listed on any other overseas stock exchange. [Note: Article 2(4) 2003/124/EC]

01/07/2005

DTR 2.4.2

If the rules of another regulated market or overseas stock exchange require an issuer to disclose inside information at a time when a RIS is not open for business it should disclose the information in accordance with DTR 1.3.6 R at the same time as it is released to the public in the other jurisdiction.

01/07/2005

DTR 2.5

Delaying disclosure of inside information

01/07/2005

Delaying disclosure

DTR 2.5.1

An issuer may, under its own responsibility, delay the public disclosure of inside information, such as not to prejudice its legitimate interests provided that:

(1) such omission would not be likely to mislead the public;

(2) any person receiving the information owes the issuer a duty of confidentiality, regardless of whether such duty is based on law, regulations, articles of association or contract; and

(3) the issuer is able to ensure the confidentiality of that information. [Note: Article 6(2) and (3) Market Abuse Directive]

01/07/2005

Legitimate interests and when delay will not mislead the public

DTR 2.5.2

(1) Delaying disclosure of inside information will not always mislead the public, although a developing situation should be monitored so that if circumstances change an immediate disclosure can be made.

(2) Investors understand that some information must be kept confidential until developments are at a stage when an announcement can be made without prejudicing the legitimate interests of the issuer.

01/07/2005

DTR 2.5.3

For the purposes of applying DTR 2.5.1 R, legitimate interests may, in particular, relate to the following non-exhaustive circumstances:

(1) negotiations in course, or related elements where the outcome or normal pattern of those negotiations would be likely to be affected by public disclosure. In particular, in the event that the financial viability of the issuer is in grave and imminent danger, although not within the scope of the applicable insolvency law, public disclosure of information may be delayed for a limited period where such a public disclosure would seriously jeopardise the interest of existing and potential shareholders by undermining the conclusion of specific negotiations designed to ensure the long term financial recovery of the issuer; or

(2) decisions taken or contracts made by the management body of an issuer which need the approval of another body of the issuer in order to become effective, where the organisation of such an issuer requires the separation between these bodies, provided that a public disclosure of the information before such approval together with the simultaneous announcement that this approval is still pending would jeopardise the correct assessment of the information by the public. [Note: Article 3(1) 2003/124/EC]

01/07/2005

DTR 2.5.4

(1) DTR 2.5.3 R (1) does not allow an issuer to delay public disclosure of the fact that it is in financial difficulty or of its worsening financial condition and is limited to the fact or substance of the negotiations to deal with such a situation. An issuer cannot delay disclosure of inside information on the basis that its position in subsequent negotiations to deal with the situation will be jeopardised by the disclosure of its financial condition.

(2) The legitimate interest described in DTR 2.5.3 R (2) refers to an issuer with a dual board structure (e.g. a management board and supervisory board if and to the extent that decisions of the management board require ratification by the supervisory board). An issuer with a unitary board structure would be unable to take advantage of DTR 2.5.3 R (2) and, therefore, DTR 2.5.3 R (2) should only be available to a very limited number of issuers in the United Kingdom.

01/07/2005

DTR 2.5.5

An issuer should not be obliged to disclose impending developments that could be jeopardised by premature disclosure. Whether or not an issuer has a legitimate interest which would be prejudiced by the disclosure of certain inside information is an assessment which must be made by the issuer in the first instance. However, the FSA considers that, other than in relation to impending developments or matters described in DTR 2.5.3 R, there are unlikely to be other circumstances where delay would be justified.

01/07/2005

Selective disclosure

DTR 2.5.6

Whenever an issuer or a person acting on his behalf or for his account discloses any inside information to any third party in the normal exercise of his employment, profession or duties, the issuer must make complete and effective public disclosure of that information via a RIS, simultaneously in the case of an intentional disclosure and as soon as possible in the case of a non-intentional disclosure, unless DTR 2.5.1 R applies. [Note: Article 6(3) Market Abuse Directive ]

01/07/2005

DTR 2.5.7

(1) When an issuer is permitted to delay public disclosure of inside information in accordance with DTR 2.5.1 R, it may selectively disclose that information to persons owing it a duty of confidentiality.

(2) Such selective disclosure may be made to another person if it is in the normal course of the exercise of his employment, profession or duties. However, selective disclosure cannot be made to any person simply because they owe the issuer a duty of confidentiality. For example, an issuer contemplating a major transaction which requires shareholder support or which could significantly impact its lending arrangements or credit-rating may selectively disclose details of the proposed transaction to major shareholders, its lenders and/or credit-rating agency as long as the recipients are bound by a duty of confidentiality. An issuer may, depending on the circumstances, be justified in disclosing inside information to certain categories of recipient in addition to those employees of the issuer who require the information to perform their functions. The categories of recipient include, but are not limited to, the following:

(a) the issuer's advisers and advisers of any other persons involved in the matter in question;

(b) persons with whom the issuer is negotiating, or intends to negotiate, any commercial financial or investment transaction (including prospective underwriters or placees of the financial instruments of the issuer);

(d) any government department, the Bank of England, the Competition Commission or any other statutory or regulatory body or authority;

(e) major shareholders of the issuer;

(f) the issuer's lenders; and

(g) credit-rating agencies.

01/07/2005

DTR 2.5.8

Selective disclosure to any or all of the persons referred to in DTR 2.5.7 G may not be justified in every circumstance where an issuer delays disclosure in accordance with DTR 2.5.1 R.

01/07/2005

DTR 2.5.9

An issuer should bear in mind that the wider the group of recipients of inside information the greater the likelihood of a leak which will trigger full public disclosure of the information via a RIS under DTR 2.6.2 R.

01/07/2005

DTR 2.6

Control of inside information

01/07/2005

Denying access to inside information

DTR 2.6.1

An issuer must establish effective arrangements to deny access to inside information to persons other than those who require it for the exercise of their functions within the issuer. [Note: Article 3(2) 2003/124/EC]

01/07/2005

Breach of confidentiality

DTR 2.6.2

An issuer must have in place measures which enable public disclosure to be made via a RIS as soon as possible in case the issuer is not able to ensure the confidentiality of the relevant inside information. [Note: Article 3(2) 2003/124/EC]

01/07/2005

DTR 2.6.3

If an issuer is relying on DTR 2.5.1 R to delay the disclosure of inside information it should prepare a holding announcement to be disclosed in the event of an actual or likely breach of confidence. Such a holding announcement should include the details set out in DTR 2.2.9 G (2).

01/07/2005

DTR 2.6.4

We recognise that an issuer may not be responsible for breach of DTR 2.5.1 R if a recipient of inside information under DTR 2.5.1 R breaches his duty of confidentiality.

01/07/2005

DTR 2.7

Dealing with rumours

01/07/2005

DTR 2.7.1

Where there is press speculation or market rumour regarding an issuer, the issuer should assess whether a disclosure obligation arises under DTR 2.2.1 R. To do this an issuer will need to carefully assess whether the speculation or rumour has given rise to a situation where the issuer has inside information.

01/07/2005

DTR 2.7.2

(1) Where press speculation or a market rumour is largely accurate and the information underlying the rumour is inside information then it is likely that the issuer can no longer delay disclosure in accordance with DTR 2.5.1 R as it is no longer able to ensure the confidentiality of the inside information.

(2) An issuer that finds itself in the circumstances described in paragraph (1) should disclose the inside information in accordance with DTR 2.6.2 R as soon as possible.

01/07/2005

DTR 2.7.3

The knowledge that press speculation or market rumour is false is not likely to amount to inside information. Even if it does amount to inside information, the FSA expects that in most of those cases an issuer would be able to delay disclosure (often indefinitely) in accordance with DTR 2.5.1 R.

01/07/2005

DTR 2.8

Insider lists

01/07/2005

Requirement to draw up insider lists

DTR 2.8.1

An issuer must ensure that it and persons acting on its behalf or on its account draw up a list of those persons working for them, under a contract of employment or otherwise, who have access to inside information relating directly or indirectly to the issuer, whether on a regular or occasional basis. [Note: Article 6(3) Market Abuse Directive]

01/07/2005

Providing insider lists to the FSA on request

DTR 2.8.2

If so requested, an issuer must provide to the FSA as soon as possible an insider list that has been drawn up in accordance with DTR 2.8.1 R. [Note: Article 6(3) Market Abuse Directive]

01/07/2005

Contents of insider lists

DTR 2.8.3

Every insider list must contain the following information:

(1) the identity of each person having access to inside information;

(2) the reason why such person is on the insider list; and

(3) the date on which the insider list was created and updated. [Note: Article 5(2) 2004/72/EC]

01/07/2005

Maintenance of insider lists

DTR 2.8.4

An insider list must be promptly updated:

(1) when there is a change in the reason why a person is already on the list;

(2) when any person who is not already on the list is provided with access to inside information; and

(3) to indicate the date on which a person already on the list no longer has access to inside information. [Note: Article 5(3) 2004/72/EC]

01/07/2005

DTR 2.8.5

An issuer must ensure that every insider list prepared by it or by persons acting on its account or on its behalf is kept for at least five years from the date on which it is drawn up or updated, whichever is the latest. [Note: Article 5(4) 2004/72/EC]

01/07/2005

DTR 2.8.6

An issuer and not its advisers or agents is ultimately responsible for the maintenance of insider lists.

01/07/2005

DTR 2.8.7

For the purposes of DTR 2.8.1 R an issuer should maintain a list of:

(1) its own employees that have access to inside information;

(2) its principal contacts at any other firm or company acting on its behalf or on its account with whom it has had direct contact and who also have access to inside information about it.

01/07/2005

DTR 2.8.8

For the purposes of DTR 2.8.1 R it is not necessary for an issuer to maintain a list of all the individuals working for another firm or company acting on its behalf or its account where it has:

(1) recorded the name of the principal contact(s) at that firm or company;

(2) made effective arrangements, which are likely to be based in contract, for that firm or company to maintain (as set out in DTR 2.8.1 R, DTR 2.8.3 R - DTR 2.8.5 R and DTR 2.8.10 R) its own list of persons both acting on behalf of the issuer and with access to inside information on the issuer; and

(3) made effective arrangements for that firm or company to provide a copy of its list to the issuer as soon as possible upon request.

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Acknowledgement of legal and regulatory duties

DTR 2.8.9

An issuer must take the necessary measures to ensure that its employees with access to inside information acknowledge the legal and regulatory duties entailed (including dealing restrictions in relation to the issuer's financial instruments) and are aware of the sanctions attaching to the misuse or improper circulation of such information. [Note: Article 5(5) 2004/72/EC and Article 3(2) 2003/124/EC]

01/07/2005

DTR 2.8.10

An issuer must ensure that any person that:

(1) is acting on its behalf or on its account; and

(2) has drawn up an insider list in accordance with DTR 2.8.1 R;

has taken the necessary measures to ensure that every person whose name is on the insider list acknowledges the legal and regulatory duties entailed and is aware of the sanctions attaching to the misuse or improper circulation of such information. [Note: Article 5(5) 2004/72/EC]

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DTR 3

Transactions by persons
discharging managerial responsibilities and their connected persons

DTR 3.1

01/07/2005

Purpose

DTR 3.1.1

This chapter sets out the notification obligations of issuers, persons discharging managerial responsibilities and their connected persons in respect of transactions conducted on their own account in shares of the issuer, or derivatives or any other financial instrument relating to those shares.

01/07/2005

Notification of transactions by persons discharging managerial responsibilities

DTR 3.1.2

Persons discharging managerial responsibilities and their connected persons, must notify the issuer in writing of the occurrence of all transactions conducted on their own account in the shares of the issuer, or derivatives or any other financial instruments relating to those shares within four business days of the day on which the transaction occurred. [Note: Article 6(4) Market Abuse Directive and Article 6(1) 2004/72/EC]

01/07/2005

DTR 3.1.3

The notification required by DTR 3.1.2 R must contain the following information:

(1) the name of the person discharging managerial responsibilities within the issuer, or, where applicable, the name of theperson connected with such a person;

(2) the reason for responsibility to notify;

(3) the name of the relevant issuer;

(4) a description of the financial instrument;

(5) the nature of the transaction (e.g. acquisition or disposal);

(6) the date and place of the transaction; and

(7) the price and volume of the transaction. [Note: Article 6(3) 2004/72/EC]

01/07/2005

Notification of transactions by issuers to a RIS

DTR 3.1.4

(1) An issuer must notify a RIS of any information notified to it in accordance with:

(a) DTR 3.1.2 R ; and

(b) section 324 as extended by section 328 of the Companies Act 1985 or entered into the issuer's register in accordance with section 325(3) or (4) of the Companies Act 1985.

(2) The notification to a RIS described in paragraph (1) must be made as soon as possible, and in any event by no later than the end of the business day following the receipt of the information by the issuer.

01/07/2005

DTR 3.1.5

The notification required by DTR 3.1.4 R must include the information required by DTR 3.1.3 R together with the date on which the notification was made to the issuer.

01/07/2005

DTR 3.1.6

If an issuerreceives notification of the same dealing under both DTR 3.1.2 R and section 324 or section 328 of the Companies Act 1985, it must make clear in its notification to the RIS that a single transaction in respect of the same financial instrument has taken place.

01/07/2005

DTR 3.1.7

An issuer may use the form entitled Notification of Transactions of Directors, Persons Discharging Managerial Responsibility or Connected Persons to make the notification required by DTR 3.1.4 R.

01/07/2005

DTR 3.1.8

An issuer with financial instruments admitted to trading on a regulated market in the United Kingdom that does not fall within )DTR 1.1.1 R (2) or DTR 1.1.1 R (4), must notify equivalent information to that required by DTR 3.1.4 R and DTR 3.1.5 R to a RIS as soon as possible after the issuer becomes aware of the information.

01/07/2005