DTR Disclosure Rules and Transparency Rules

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DTR 1

Introduction

DTR 1.1

Application and purpose (Disclosure rules)

20/01/2007
Past version of DTR 1.1 before 20/01/2007

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
Future version of DTR 1.1.1 after 01/07/2012

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 DEPP (Decision Procedure and Penalties Manual) and Chapter 9 of SUP (the Supervision manual).

The following Regulatory Guides are also relevant:

1. The Enforcement Guide (EG)

2. [intentionally blank]

Note: A list of regulated markets can be found on the FSA website at the following address: www.fsa.gov.uk/register/exchanges.do

28/08/2008
Past version of DTR 1.1.3 before 28/08/2008

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
Future version of DTR 1.2.4 after 30/09/2012

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 DEPP .

28/08/2007
Past version of DTR 1.4.5 before 28/08/2007

DTR 1.5

Fees, market abuse safe harbours and sanctions

01/07/2005

Fees

DTR 1.5.1

FEES 4 sets out the fees payable by an issuer to the FSA .

01/01/2006
Past version of DTR 1.5.1 before 01/01/2006

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

The provisions outlined in DTR 1 Annex 2in relation to fees are set out in FEES 4 Annex 8R

01/01/2006
Past version of DTR 1 Annex 2 before 01/01/2006

Export chapter as

Legal Instruments that change this Chapter Introduction

DTR 1A

Introduction (Transparency rules)

DTR 1A.1

Application and purpose (Transparency rules)

20/01/2007

DTR 1A.1.1

The application of Chapters 4, 5 and 6 of DTR is set out at the beginning of each chapter and, where necessary, section.

20/01/2007

DTR 1A.1.2

(1) Neither this chapter nor Chapters 4, 5 or 6 of DTR shall apply in relation to an undertaking that falls within paragraph (2) or units of such an undertaking that fall within paragraph (3). [Note: article 1.2TD].

(2) The exemption set out in paragraph (1) applies to an undertaking if it is a unit trust or investment company

(a) the object of which is the collective investment of capital provided by the public, and which operates on the principle of risk spreading; and

(b) the units of which are, at the request of the holder of such units, repurchased or redeemed, directly or indirectly, out of the assets of that undertaking. [Note: article 2.1(g) TD]

(3) Units of an undertaking that falls within paragraph (2) are securities issued by such an undertaking and representing the rights of the participants in such an undertaking. [Note: article 2.1(h) TD]

20/01/2007

Purpose

DTR 1A.1.3

The purpose of the transparency rules is to implement the Transparency Directive and to make other rules to ensure there is adequate transparency of and access to information in the UK financial markets.

20/01/2007

FSA performing functions as competent authority

DTR 1A.1.4

In relation to the transparency 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 transparency rules apply include DEPP (Decision Procedure and Penalties Manual) and Chapter 9 of SUP (the Supervision manual).

The following Regulatory Guides are also relevant:

1. The Enforcement Guide (EG)

2. [intentionally blank]

Note: A list of regulated markets can be found on the FSA website at the following address: www.fsa.gov.uk/register/exchanges.do

28/08/2007
Past version of DTR 1A.1.4 before 28/08/2007

DTR 1A.2

Modifying rules and consulting the FSA

20/01/2007

Modifying or dispensing with rules

DTR 1A.2.1

(1) The FSA may dispense with, or modify, the transparency 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, or other 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.

20/01/2007

DTR 1A.2.2

(1) An application to the FSA to dispense with or modify, a transparency 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 transparency rules to be included for a specific type of dispensation or modification; and

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

20/01/2007

DTR 1A.2.3

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

20/01/2007

Early consultation with FSA

DTR 1A.2.4

An issuer or other person should consult with the FSA at the earliest possible stage if they:

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

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

20/01/2007
Future version of DTR 1A.2.4 after 30/09/2012

DTR 1A.3

FSA may require the publication of information

20/01/2007

DTR 1A.3.1

20/01/2007

Misleading information not to be published

DTR 1A.3.2

20/01/2007

Notification when a RIS is not open for business

DTR 1A.3.3

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.

20/01/2007

DTR 1A.4

Fees

20/01/2007

DTR 1A.4.1

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

20/01/2007

Export chapter as

Legal Instruments that change this Chapter Introduction (Transparency rules)

DTR 1B

Introduction (Corporate governance)

DTR 1B.1

Application and purpose (Corporate governance)

29/06/2008

Purpose: Audit committees

DTR 1B.1.1

The purpose of the requirements in DTR 7.1 is to implement parts of the Audit Directive which require issuers that are required to appoint a statutory auditor to appoint an audit committee or have a body performing equivalent functions.

29/06/2008

Application: Audit committees

DTR 1B.1.2

Except as set out in DTR 1B.1.3 R, DTR 7.1 applies to an issuer:

(1) whose transferable securities are admitted to trading; and

(2) which is required to appoint a statutory auditor.

29/06/2008

Exemptions

DTR 1B.1.3

DTR 7.1 does not apply to:

(1) any issuer which is a subsidiary undertaking of a parent undertaking where the parent undertaking is subject to DTR 7.1, or to requirements implementing Article 41 of the Audit Directive in any other EEA State;

[Note: Article 41.6(a) of the Audit Directive]

(2) any issuer the sole business of which is to act as the issuer of asset-backed securities provided the entity makes a statement available to the public setting out the reasons for which it considers it is not appropriate to have either an audit committee or an administrative or supervisory body entrusted to carry out the functions of an audit committee;

[Note: Article 41.6(c) of the Audit Directive]

(3) a credit institution whose shares are not admitted to trading and which has, in a continuous or repeated manner, issued only debt securities provided that:

(a) the total nominal amount of all such debt securities remains below 100,000,000 Euros; and

(b) the credit institution has not been subject to a requirement to publish a prospectus in accordance with section 85 of the Act.

[Note: Article 41.6(d) of the Audit Directive]

29/06/2008

Purpose: Corporate governance statements

DTR 1B.1.4

The purpose of the requirements in DTR 7.2 is to implement parts of the Fourth Company Law Directive and the Seventh Company Law Directive (including those Directives as applied to banking and insurance companies) which require companies to publish a corporate governance statement.

29/06/2008

Application: Corporate governance statements

DTR 1B.1.5

Except as set out in DTR 1B.1.6 R, DTR 7.2 applies to an issuer:

(1) whose transferable securities are admitted to trading; and

(2) which is a company within the meaning of section 1(1) of the Companies Act 2006.

29/06/2008

DTR 1B.1.5A

LR 9.8.7A R, LR 14.3.24 R and LR 18.4.3 R (2) extend the application of DTR 7.2 (Corporate governance statements) for certain overseas companies which have securities admitted to the official list maintained by the FSA in accordance with section 74 (The official list) of the Act.

06/08/2010

Exemption

DTR 1B.1.6

The rules in DTR 7.2.2 R, 7.2.3 R and 7.2.7 R do not apply to an issuer which has not issued shares which are admitted to trading unless it has issued shares which are traded on an MTF.

[Note: Article 46a(3) of the Fourth Company Law Directive]

29/06/2008

DTR 1B.2

Modifying rules and consulting the FSA

29/06/2008

DTR 1B.2.1

The rules and guidance provisions in DTR 1A.2 are deemed to apply to corporate governance rules as they apply to transparency rules.

29/06/2008

Export chapter as

Legal Instruments that change this Chapter Introduction (Corporate governance)

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 or DTR 2.5.5A R, there are unlikely to be other circumstances where delay would be justified.

06/12/2008
Past version of DTR 2.5.5 before 06/12/2008

DTR 2.5.5A

An issuer may have a legitimate interest to delay disclosing inside information concerning the provision of liquidity support by the Bank of England or by another central bank to it or to a member of the same group as the issuer.

06/12/2008

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.

01/07/2005

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]

01/07/2005

Export chapter as

Legal Instruments that change this Chapter Disclosure and control of inside information by issuers

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 (Notification of transactions by persons discharging managerialresponsibilities);

(b) [deleted]

(c) section 793 of the Companies Act 2006 (Notice requiring information about interests in shares)to the extent that it relates to the interests of a director or, as far as the issuer is aware, any connected person; and

(d) paragraph 26 of the Model Code.

(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.

06/03/2009
Past version of DTR 3.1.4 before 06/03/2009

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 issuermakes the appropriate notification to the RIS under DTR 3.1.4 R (1)(a), a further notification to an RIS is not required in the event of it receiving information regarding the same dealing in a notification under section 793 of the Companies Act 2006.

06/10/2007
Past version of DTR 3.1.6 before 06/10/2007

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

Export chapter as

Legal Instruments that change this Chapter Transactions by persons discharging managerial responsibilities and their connected persons

DTR 4

Periodic Financial Reporting

DTR 4.1

Annual financial report

20/01/2007

DTR 4.1.1

Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer:

(1) whose transferable securities are admitted to trading; and

(2) whose Home State is the United Kingdom.

20/01/2007

Compliance with the Listing Rules

DTR 4.1.2

An issuer that is also admitted to the official list should consider its obligations under the Listing Rules in addition to the requirements in these rules.

20/01/2007

Publication of annual financial reports

DTR 4.1.3

An issuer must make public its annual financial report at the latest four months after the end of each financial year.

[Note: article 4(1) of the TD]

20/01/2007

DTR 4.1.4

An issuer must ensure that its annual financial report remains publicly available for at least five years.

[Note: article 4(1) of the TD]

20/01/2007

Content of annual financial reports

DTR 4.1.5

The annual financial report must include:

(1) the audited financial statements;

(2) a management report; and

(3) responsibility statements.

[Note: article 4(2) of the TD]

20/01/2007

Audited financial statements

DTR 4.1.6

(1) If an issuer is required to prepare consolidated accounts according to the Seventh Council Directive 83/349/EEC, the audited financial statements must comprise:

(a) consolidated accounts prepared in accordance with IFRS, and

(b) accounts of the parent company prepared in accordance with the national law of the EEA State in which the parent company is incorporated.

[Note: article 4(3) of the TD]

(2) If an issuer is not required to prepare consolidated accounts, the audited financial statements must comprise accounts prepared in accordance with the national law of the EEA State in which the issuer is incorporated.

[Note: article 4(3) of the TD]

20/01/2007

Auditing of financial statements

DTR 4.1.7

(1) If an issuer is required to prepare consolidated accounts, the financial statements must be audited in accordance with Article 37 of the Seventh Council Directive 83/349/EEC.

(2) If an issuer is not required to prepare consolidated accounts the financial statements must be audited in accordance with Articles 51 and 51a of the Fourth Council Directive 78/660/EEC.

(3) The audit report, signed by the person or persons responsible for auditing the financial statements must be disclosed in full to the public together with the annual financial report.

[Note: article 4(4) of the TD]

(4) An issuer which is a UK-traded non-EEA company within the meaning of section 1241 of the Companies Act 2006 must ensure that the person who provides the audit report is:

(a) on the register of third country auditors kept for the purposes of regulation 34 of the Statutory Auditors and Third Country Audit Regulations 2007 (SI 2007/3494); or

(b) eligible for appointment as a statutory auditor under section 1212 of the Companies Act 2006; or

[Note: Article 45(4) of the Audit Directive]

29/06/2008
Past version of DTR 4.1.7 before 29/06/2008

Content of management report

DTR 4.1.8

The management report must contain:

(1) a fair review of the issuer's business; and

(2) a description of the principal risks and uncertainties facing the issuer.

20/01/2007

DTR 4.1.9

The review required by DTR 4.1.8 R must:

(1) be a balanced and comprehensive analysis of:

(a) the development and performance of the issuer's business during the financial year; and

(b) the position of the issuer's business at the end of that year,

consistent with the size and complexity of the business;

(2) include, to the extent necessary for an understanding of the development, performance or position of the issuer's business:

(a) analysis using financial key performance indicators; and

(b) where appropriate, analysis using other key performance indicators including information relating to environmental matters and employee matters; and

(3) include references to, and additional explanations of, amounts included in the issuer's annual financial statements, where appropriate.

20/01/2007

DTR 4.1.10

In DTR 4.1.9 R (2), key performance indicators are factors by reference to which the development, performance or position of the issuer's business can be measured effectively.

20/01/2007

DTR 4.1.11

The management report required by DTR 4.1.8 R must also give an indication of:

(1) any important events that have occurred since the end of the financial year;

(2) the issuer's likely future development;

(3) activities in the field of research and development;

(4) the information concerning acquisitions of own shares prescribed by Article 22 (2) of Directive 77/91/EEC;

(5) the existence of branches of the issuer; and

(6) in relation to the issuer's use of financial instruments and where material for the assessment of its assets, liabilities, financial position and profit or loss:

(a) the issuer's financial risk management objectives and policies, including its policy for hedging each major type of forecasted transaction for which hedge accounting is used, and

(b) the issuer's exposure to price risk, credit risk, liquidity risk and cash flow risk.

20/01/2007

Responsibility statements

DTR 4.1.12

(1) Responsibility statements must be made by the persons responsible within the issuer.

(2) The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.

(3) For each person making a responsibility statement, the statement must set out that to the best of his or her knowledge:

(a) the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer and the undertakings included in the consolidation taken as a whole; and

(b) the management report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

[Note: article 4(2)(c) of the TD]

20/01/2007

DTR 4.1.13

The issuer is responsible for all information drawn up and made public in accordance with this section.

20/01/2007

DTR 4.2

Half-yearly financial reports

20/01/2007

Application

DTR 4.2.1

Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer:

(1) whose shares or debt securities are admitted to trading; and

(2) whose Home State is the United Kingdom.

20/01/2007

Publication of half-yearly financial reports

DTR 4.2.2

(1) An issuer must make public a half-yearly financial report covering the first six months of the financial year.

(2) The half-yearly financial report must be made public as soon as possible, but no later than two months, after the end of the period to which the report relates.

(3) An issuer must ensure that the half-yearly financial report remains available to the public for at least five years.

[Note: article 5(1) of the TD]

20/01/2007

Content of half-yearly financial reports

DTR 4.2.3

The half-yearly financial report must include:

(1) a condensed set of financial statements;

(2) an interim management report; and

(3) responsibility statements.

[Note: article 5(2) of the TD]

20/01/2007

Preparation and content of condensed set of financial statements

DTR 4.2.4

(1) If an issuer is required to prepare consolidated accounts, the condensed set of financial statements must be prepared in accordance with IAS 34.

[Note: article 5(3) of the TD]

(2) If an issuer is not required to prepare consolidated accounts, the condensed set of financial statements must contain, as a minimum the following:

(a) a condensed balance sheet;

(b) a condensed profit and loss account; and

[Note: article 5(3) of the TD]

20/01/2007

DTR 4.2.5

(1) This rule applies to an issuer that is not required to prepare consolidated accounts.

(2) In preparing the condensed balance sheet and the condensed profit and loss account an issuer must follow the same principles for recognising and measuring as when preparing annual financial reports.

[Note: article 5(3) of the TD]

(3) The balance sheet and the profit and loss account must show each of the headings and subtotals included in the most recent annual financial statements of the issuer. Additional line items must be included if, as a result of their omission, the half-yearly financial statements would give a misleading view of the assets, liabilities, financial position and profit or loss of the issuer.

[Note: article 3(2) of the TD implementing Directive]

(4) The half-yearly financial information must include comparative information presented as follows:

(a) balance sheet as at the end of the first six months of the current financial year and comparative balance sheet as at the end of the immediate preceding financial year; and

(b) profit and loss account for the first six months of the current financial year with, from two years after 20 January 2007, comparative information for the comparable period for the preceding financial year.

[Note: article 3(2) of the TD implementing Directive]

(5) The explanatory notes must include the following:

(a) sufficient information to ensure the comparability of the condensed half-yearly financial statements with the annual financial statements; and

(b) sufficient information and explanations to ensure a users proper understanding of any material changes in amounts and of any developments in the half-year period concerned, which are reflected in the balance sheet and the profit and loss account.

[Note: article 3(3) of the TD implementing Directive]

20/01/2007

DTR 4.2.6

The accounting policies and presentation applied to half-yearly figures must be consistent with those applied in the latest published annual accounts except where:

(1) the accounting policies and presentation are to be changed in the subsequent annual financial statements, in which case the new accounting policies and presentation should be followed and the changes and the reasons for the changes should be disclosed in the half-yearly report; or

(2) the FSA otherwise agrees.

20/01/2007

Content of interim management report

DTR 4.2.7

The interim management report must include at least:

(1) an indication of important events that have occurred during the first six months of the financial year, and their impact on the condensed set of financial statements, and

(2) a description of the principal risks and uncertainties for the remaining six months of the financial year.

[Note: article 5(4) of the TD]

20/01/2007

DTR 4.2.8

(1) In addition to the requirement set out in DTR 4.2.7 R, an issuer of shares must disclose in the interim management report the following information, as a minimum:

(a) related parties transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or the performance of the enterprise during that period; and

(b) any changes in the related parties transactions described in the last annual report that could have a material effect on the financial position or performance of the enterprise in the first six months of the current financial year.

(2) If an issuer of shares is not required to prepare consolidated accounts, it must disclose, as a minimum, any transactions which have been entered into with related parties by the issuer, including the amount of such transactions, the nature of the related party relationship and other information about the transactions necessary for an understanding of the financial position of the issuer, if such transactions are material and have not been concluded under normal market conditions.

[Note: Article 43(1)(7b) of Directive 78/660/EC]

(3) In relation to transactions described in paragraph (2) information about such transactions may be aggregated according to their nature except where separate information is necessary for an understanding of the effects of related party transactions on the financial position of the issuer.

[Note: Article 43(1)(7b) of Directive 78/660/EC]

20/01/2007

Auditing of the condensed set of financial statements

DTR 4.2.9

(1) If the half-yearly financial report has been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information, the audit report or review report must be reproduced in full.

(2) If the half-yearly financial report has not been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information, an issuer must make a statement to this effect in its report.

[Note: article 5(5) of the TD]

20/01/2007

Responsibility statements

DTR 4.2.10

(1) Responsibility statements must be made by the persons responsible within the issuer.

[Note: article 5(2)(c) of the TD]

(2) The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.

[Note: article 5(2)(c) of the TD]

(3) For each person making a responsibility statement, the statement must confirm that to the best of his or her knowledge:

(a) the condensed set of financial statements, which has been prepared in accordance with the applicable set of accounting standards, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer, or the undertakings included in the consolidation as a whole as required by DTR 4.2.4 R;

(b) the interim management report includes a fair review of the information required by DTR 4.2.7 R; and

(c) the interim management report includes a fair review of the information required by DTR 4.2.8 R, in the case of an issuer of shares.

[Note: article 5(2)(c) of the TD]

(4) A person making a responsibility statement will satisfy the requirement in (3) (a) above to confirm that the condensed set of financial statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer (or the undertakings included in the consolidation as a whole) by including a statement that the condensed set of financial statements have been prepared in accordance with:

(a) IAS 34; or

(b) for UK issuers not using IFRS, pronouncements on interim reporting issued by the Accounting Standards Board; or

provided always that a person making such a statement has reasonable grounds to be satisfied that the condensed set of financial statements prepared in accordance with such a standard is not misleading.

20/01/2007

DTR 4.2.11

The issuer is responsible for all information drawn up and made public in accordance with this section.

20/01/2007

DTR 4.3

Interim management statements

20/01/2007

Application

DTR 4.3.1

Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer:

(1) whose shares are admitted to trading; and

(2) whose Home State is the United Kingdom.

20/01/2007

Publication of interim management statements

DTR 4.3.2

An issuer must make public a statement by its management during the first six-month period of the financial year and another statement by its management during the second six month period of the financial year.

[Note: article 6(1) of the TD]

20/01/2007

DTR 4.3.3

The statement required by DTR 4.3.2 R must be made in a period between ten weeks after the beginning, and six weeks before, the end of the relevant six-month period.

[Note: article 6(1) of the TD]

20/01/2007

Content of interim management statements

DTR 4.3.4

The interim management statement must contain information that covers the period between the beginning of the relevant six-month period and the date of publication of the statement.

[Note: article 6(1) of the TD]

20/01/2007

DTR 4.3.5

The interim management statement must provide:

(1) an explanation of material events and transactions that have taken place during the relevant period and their impact on the financial position of the issuer and its controlled undertakings, and

(2) a general description of the financial position and performance of the issuer and its controlled undertakings during the relevant period.

[Note: article 6(1) of the TD]

20/01/2007

DTR 4.3.6

An issuer which publishes quarterly financial reports:

(1) in accordance with national legislation; or

(2) in accordance with the rules of the regulated market; or

(3) of its own initiative,

will be taken as satisfying the requirement to make public the statements required by DTR 4.3.2 R.

[Note: article 6(2) of the TD]

20/01/2007

DTR 4.4

Exemptions

20/01/2007

Public sector issuers

DTR 4.4.1

The rules on annual financial reports (DTR 4.1), half-yearly financial reports (DTR 4.2)and interim management statements (DTR 4.3) do not apply to a state, a regional or local authority of a state, a public international body of which areleast one EEA State is a member, the ECB and EEA States' national central banks.

[Note: article 8(1)(a) of the TD]

20/01/2007

Debt issuers

DTR 4.4.2

The rules on annual financial reports in DTR 4.1 (including DTR 4.1.7R (4), half-yearly financial reports (DTR 4.2)and interim management statements (DTR 4.3 do not apply to an issuer that issues exclusively debt securities admitted to trading the denomination per unit of which is at least 50,000 Euros (or an equivalent amount).

[Note: article 8(1)(b) of the TDand article 45(1) of the Audit Directive]

DTR 4.4.3

The rules on half-yearly financial reports (DTR 4.2) do not apply to a credit institution whose shares are not admitted to trading and which has, in a continuous or repeated manner, only issued debt securities provided that:

(1) the total nominal amount of all such debt securities remains below 100,000,000 Euros; and

(2) the credit institution has not published a prospectus in accordance with the prospectus directive.

[Note: article 8(2) of the TD]

20/01/2007

DTR 4.4.4

The rules on half-yearly financial reports do not apply to an issuer already existing on 31 December 2003 which exclusively issue debt securities unconditionally and irrevocably guaranteed by the issuer's Home Member State or by a regional or local authority of that state, on a regulated market.

[Note: article 8(3) of the TD]

20/01/2007

Issuers of convertible securities

DTR 4.4.5

The rules on half-yearly financial reports (DTR 4.2)and Interim management statements (DTR 4.3) do not apply to an issuer of transferable securities convertible into shares.

20/01/2007

Issuers of preference shares

DTR 4.4.6

The rules on interim management statements (DTR 4.3) do not apply to an issuer of preference shares.

20/01/2007

Issuers of depository receipts

DTR 4.4.7

The rules on half-yearly financial reports (DTR 4.2)and interim management statements (DTR 4.3) do not apply to an issuer of depository receipts.

20/01/2007

Non-EEA States - Equivalence

DTR 4.4.8

An issuer whose registered office is in a non-EEA State whose relevant laws are considered equivalent by the FSA is exempted from the rules on annual financial reports in DTR 4.1 (other than DTR 4.1.7R (4) which continues to apply), half-yearly financial reports (DTR 4.2) and interim management statements (DTR 4.3).

06/05/2010
Past version of DTR 4.4.8 before 06/05/2010

DTR 4.4.9

The FSA maintains a published list of non-EEA States which, for the purpose of article 23.1 of the TD, are judged to have laws which lay down requirements equivalent to those imposed upon issuers by this chapter. Such issuers remain subject to the following requirements of DTR 6:

(1) the filing of information with the FSA ;

(2) the language provisions; and

(3) the dissemination of information provisions.

20/01/2007

Export chapter as

Legal Instruments that change this Chapter Periodic Financial Reporting

DTR 5

Vote Holder and Issuer Notification Rules

DTR 5.1

Notification of the acquisition or disposal of major shareholdings

20/01/2007

DTR 5.1.1

In this chapter:

(1) references to an"issuer", in relation to shares admitted to trading on a regulated market, are to an issuer whose Home State is the United Kingdom;

(2) references to a "non-UK issuer" are to an issuer whose shares are admitted to trading on a regulated market and whose Home State is the United Kingdom other than:

(a) a public company within the meaning of section 4(2)of the Companies Act 2006 ; and

(b) a company which is otherwise incorporated in, and whose principal place of business is in, the UK;

(3) references to "shares" are to shares which are:

(a) already issued and carry rights to vote which are exercisablein all circumstances at general meetings of the issuer including shares (such as preference shares) which, following the exercise of an option for their conversion, event of default or otherwise, have become fully enfranchised for voting purposes; and

(b) admitted to trading on a regulated or prescribed market;

(4) an acquisition or disposal of shares is to be regarded as effective when the relevant transaction is executed unless the transaction provides for settlement to be subject to conditions which are beyond the control of the parties in which case the acquisition or disposal is to be regarded as effective on the settlement of the transaction;

(5) a stock-lending agreement which provides for the outright transfer of securities and which provides the lender with a right to call for re-delivery of the lent stock (or its equivalent) is not (as respects the lender) to be taken as involving a disposal of any shares which may be the subject of the stock loan; and

(6) for the purposes of calculating whether any percentage threshold is reached, exceeded or fallen below and in any resulting notification, the proportion of voting rights held shall if necessary be rounded down to the next whole number.

01/10/2009
Past version of DTR 5.1.1 before 01/10/2009

DTR 5.1.2

Subject to the exemption for certain third country issuers (DTR 5.11.6 R), a person must notify the issuer of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of financial instruments falling within DTR 5.3.1R (1), subject to the exemption in DTR 5.3.1R(2), (or a combination of such holdings) if the percentage of those voting rights:

(1) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% (or in the case of a non-UK issuer on the basis of thresholds at 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%) as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1 R; or

(2) reaches, exceeds or falls below an applicable threshold in (1) as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the issuer in accordance with DTR 5.6.1 R ;

and in the case of an issuer which is not incorporated in an EEA State a notification under (2) must be made on the basis of equivalent events and disclosed information.

[Note: articles 9(1) and 9(2) of the TD ]

Certain voting rights to be disregarded

DTR 5.1.3

Voting rights attaching to the following shares are to be disregarded for the purposes of determining whether a person has a notification obligation in accordance with the thresholds in DTR 5.1.2 R:

(1) shares acquired for the sole purpose of clearing and settlement within a settlement cycle not exceeding the period beginning with the transaction and ending at the close of the third trading day following the day of the execution of the transaction (irrespective of whether the transaction is conducted on-exchange);

(2) shares held by a custodian (or nominee) in its custodian (or nominee) capacity (whether operating from an establishment in the UK or elsewhere) provided such a person can only exercise the voting rights attached to such shares under instructions given in writing or by electronic means;

(3) shares held by a market maker acting in that capacity subject to the percentage of such shares not being equal to or in excess of 10% and subject to the market maker satisfying the criteria and complying with the conditions and operating requirements set out in DTR 5.1.4 R;

(4)

(a) shares held; or

(b) shares underlying financial instruments within DTR 5.3.1 R to the extent that such financial instruments are held;

by a credit institution or investment firm provided that:

(i) the shares, or financial instruments, are held within the trading book of the credit institution or investment firm;

(ii) the voting rights attached to such shares do not exceed 5%; and

(iii) the credit institution, or investment firm, ensures that the voting rights attached to shares in, or related to financial instruments in, the trading book are not exercised or otherwise used to intervene in the management of the issuer.

(5) shares held by a collateral taker under a collateral transaction which involves the outright transfer of securities provided the collateral taker does not declare any intention of exercising (and does not exercise) the voting rights attaching to such shares.

(6) shares acquired by a borrower under a stock lending agreement provided:

(a) such shares (or equivalent stock) are on-lent or otherwise disposed of by the borrower by not later than close of business on the next trading day; and

(b) the borrower does not declare any intention of exercising (and does not exercise) the voting rights attaching to the shares.

[Note: articles 9(4), 9(5), 9(6) and 10(c) of the TD ]

01/06/2009
Past version of DTR 5.1.3 before 01/06/2009

DTR 5.1.4

(1) References to a market maker are to a market maker which:

(a) (subject to (3) below) is authorised by its Home State under MiFID;

(b) does not intervene in the management of the issuer concerned; and

[Note: articles 9(5) and 9(6) of the TD ]

(2) A market maker relying upon the exemption for shares held by it in that capacity must notify the competent authority of the Home Member State of the issuer, at the latest within the time limit provided for by DTR 5.8.3 R, that it conducts or intends to conduct market making activities on a particular issuer (and shall equally make such a notification if it ceases such activity).

[Note: article 6(1) of the TD implementing Directive ]

(3) References to a market maker also include a third country investment firm and a credit institution when acting as a market maker and which, in relation to that activity, is subject to regulatory supervision under the laws of an EEA State.

01/06/2009
Past version of DTR 5.1.4 before 01/06/2009

Certain voting rights to be disregarded (except at 5% 10% and higher thresholds)

DTR 5.1.5

(1) The following are to be disregarded for the purposes of determining whether a person has a notification obligation in accordance with the thresholds in DTR 5.1.2 R except at the thresholds of 5% and 10% and above:

(a) voting rights attaching to shares forming part of property belonging to another which that person lawfully manages under an agreement in, or evidenced in, writing;

(b) voting rights attaching to shares which may be exercisable by a person in his capacity as the operator of:

(i) an authorised unit trust scheme;

(ii) a recognised scheme; or

(iii) a UCITS scheme;

(d) voting rights attaching to shares which may be exercised by a category of investment entity which for this purpose is prescribed by the FSA.

(2) For the purposes of DTR 5.1.5 R (1)(a), a person ("A") may lawfully manage investments belonging to another if:

(a) A can manage those investments in accordance with a Part IV permission ;

(b) A is an EEA firm other than one mentioned in sub-paragraphs (c) or (e) of paragraph 5 of Schedule 3 to the Act and can manage those investments in accordance with its EEA authorisation;

(c) A can, in accordance with section 327 of the Act, manage those investments without contravening the prohibition contained in section 19 of the Act;

(d) A can lawfully manage those investments in another EEA State and would, if he were to manage those investments in the UK, require a Part IV permission ; or

(e) A is a category of investment manager prescribed for this purpose by the FSA .

20/01/2007

DTR 5.2

Acquisition or disposal of major proportions of voting rights

20/01/2007

DTR 5.2.1

A person is an indirect holder of shares for the purpose of the applicable definition of shareholder to the extent that he is entitled to acquire, to dispose of, or to exercise voting rights in any of the following cases or a combination of them:

Case

(a)

voting rights held by a third party with whom that person has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the issuer in question;

(b)

voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights in question;

(c)

voting rights attaching to shares which are lodged as collateral with that person provided that person controls the voting rights and declares its intention of exercising them;

(d)

voting rights attaching to shares in which that person has the life interest;

(e)

voting rights which are held, or may be exercised within the meaning of points (a) to (d) or, in cases (f) and (h) by a person undertaking investment management, or by a management company, by an undertaking controlled by that person;

(f)

voting rights attaching to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders;

(g)

voting rights held by a third party in his own name on behalf of that person;

(h)

voting rights which that person may exercise as a proxy where that person can exercise the voting rights at his discretion in the absence of specific instructions from the shareholders.

[Note: article 10 of the TD ]

06/04/2007
Past version of DTR 5.2.1 before 06/04/2007

DTR 5.2.2

Cases (a) to (h) in DTR 5.2.1 R identify situations where a person may be able to control the manner in which voting rights are exercised and where, (taking account of any aggregation with other holdings) a notification to the issuer may need to be made. In the FSA's view:

(1) Case (e) produces the result that it is always necessary for the parent undertaking of a controlled undertaking to aggregate its holding with any holding of the controlled undertaking (subject to the exemptions implicit in Case (e) and others in DTR 5.4);

(2) Case (f) includes a person carrying on investment management and which is also the custodian of shares to which voting rights are attached;

(3) Case (g) does not result in a unit holder in a collective investment scheme or other investment entity being treated as the holder of voting rights in the scheme property (provided always such persons do not have any entitlement to exercise, or control the exercise of, such voting rights); neither are such persons to be regarded as holding shares "indirectly";

(4) Case (h), although referring to proxies, also describes and applies to a person undertaking investment management, and to a management company, and which is able effectively to determine the manner in which voting rights attached to shares under its control are exercised (for example through instructions given directly or indirectly to a nominee or independent custodian). Case (e) provides for the voting rights which are under the control of such a person to be aggregated with those of its parent undertaking.

20/01/2007

DTR 5.2.3

A person falling within Cases (a) to (h) is an indirect holder of shares for the purpose of the definition of shareholder. These indirect holdings have to be aggregated, but also separately identified in a notification to the issuer. Apart from those identified in the Cases (a) to (h), the FSA does not expect any other significant category "indirect shareholder" to be identified. Cases (a) to (h) are also relevant in determining whether a person is an indirect holder of qualifying financial instruments which result in an entitlement to acquire shares.

20/01/2007

DTR 5.2.4

DTR 5.1.2 R and case (c) of DTR 5.2.1 R do not apply in respect of voting rights attaching to shares provided to or by a member of the European System of Central Banks in carrying out their functions as monetary authorities, including shares provided to or by any such member under a pledge or repurchase of similar agreement for liquidity granted for monetary policy purposes or within a payments system provided:

(1) this shall apply only for a short period following the provision of the shares; and

(2) the voting rights attached to the shares during this period are not exercised.

[Note: article 11 of the TD .]

20/01/2007

DTR 5.2.5

(1) A person who is required to make a notification may, without affecting their responsibility, appoint another person to make the notification on his behalf.

(2) Where two or more persons are required to make a notification such persons may, without affecting their responsibility, arrange for a single notification to be made.

[Note: article 8(3) of the TD implementing Directive .]

20/01/2007

DTR 5.3

Notification of voting rights arising from the holding of certain financial instruments

20/01/2007

DTR 5.3.1

(1) A person must make a notification in accordance with the applicable thresholds in DTR 5.1.2R in respect of any financial instruments which they hold, directly or indirectly, which:

(a) are qualifying financial instruments within DTR 5.3.2R; or

(b) unless (2) applies:

(i) are referenced to the shares of an issuer, other than a non-UK issuer; and

(ii) have similar economic effects to (but which are not) qualifying financial instruments within DTR 5.3.2R.

(2) Paragraph (1)(b) does not apply to financial instruments held by a client-serving intermediary:

(a) acting in a client-serving capacity; and

(b) satisfying the conditions in (3) and the continuing obligations in (4).

(3) For the purposes of (2) a client-serving intermediary is a person satisfying the following conditions:

(a)

(i) it is authorised by its Home State under MiFID or the BCD, or, subject to (iii), as a third country investment firm, to deal as principal, in a client-serving capacity, in financial instruments falling within (1)(b), and to carry on any relevant business connected to such dealing; or

(ii)

(A) it is a person which would be an investment firm or credit institution if it carried on relevant business, and had its head office, in the EEA;

(B) it is in the same group as a person in (a)(i); and

(iii) references to a third country investment firm in (i) are limited to relevant business carried on by such firms which is subject to regulatory supervision under the laws of an EEA State;

(b) it has appropriate systems and controls in order to identify, distinguish between and monitor its client-serving dealings and interests and its proprietary trading dealing and interests;

(i) intervene, nor does it attempt to intervene, in;

(ii) exert, nor purport to exert, influence on;

the management of the issuer concerned;

(d)

(i) it has certified in writing to the FSA that it considers itself to qualify for client-serving intermediary status and that it satisfies the conditions in (a) to (c);

(ii) for a person falling into (a)(ii)(A) a further certification in writing to the FSA of the matters in (d)(i) must have been made in relation to that person by the person in its group falling into (a)(i), and

(iii) the certificates in (i) and (ii) must have been:

(A) signed by a relevant person of at least director level; and

(B) made and sent to the FSA in the preceding 12 month period.

(4) A client-serving intermediary must:

(a) inform the FSA as soon as it becomes aware that it no longer satisfies the conditions in (3); and

(b) provide the FSA, on request, with information relevant to its status or operation as a client-serving intermediary.

(5) For the purposes of (2) and (3), acting in a client-serving capacity means:

(a) fulfilling orders received from clients otherwise than on a proprietary basis;

(b) responding to a client's requests to trade otherwise than on a proprietary basis; or

DTR 5.3.2

For the purposes of DTR 5.3.1 R (1)(a):

(1) transferable securities and options, futures, swaps, forward rate agreements and any other derivative contracts, as referred to in Section C of Annex 1 of MiFID, shall be considered to be qualifying financial instruments provided that they result in an entitlement to acquire, on the holder's own initiative alone, under a formal agreement, shares to which voting rights are attached, already issued of an issuer whose shares are admitted to trading on a regulated market or a UK prescribed market;

(2) the instrument holder must enjoy, on maturity, either the unconditional right to acquire the underlying shares or the discretion as to his right to acquire such shares or not;

(3) a "formal agreement" means an agreement which is binding under applicable law.

[Note: Article 13(1) of the TD and Article 11(1) of the TD implementing Directive]

01/06/2009
Past version of DTR 5.3.2 before 01/06/2009

DTR 5.3.3

(1) For the purposes of DTR 5.3.1R (1)(a) and to give effect to Directive 2004/109/EC (TD), qualifying financial instruments should be taken into account in the context of notifying major holdings, to the extent that such instruments give the holder an unconditional right to acquire the underlying shares or cash on maturity. Consequently, qualifying financial instruments should not be considered to include instruments entitling the holder to receive shares depending on the price of the underlying share reaching a certain level at a certain moment in time. Nor should they be considered to cover those instruments that allow the instrument issuer or a third party to give shares or cash to the instrument holder on maturity.

[Note: Recital 13 of the TD implementing Directive]

(2) For the purposes of DTR 5.3.1 R (1)(b), in the FSA's view:

(a) a financial instrument has a similar economic effect to a qualifying financial instrument in DTR 5.3.1 R (1)(a), if its terms are referenced, in whole or in part, to an issuer's shares and, generally, the holder of the financial instrument has, in effect, a long position on the economic performance of the shares, whether the instrument is settled physically in shares or in cash. This is because such an instrument may give the holder the potential to gain an economic advantage in acquiring, or gaining access to, the underlying shares. For example, that result may occur because of the likelihood that the counterparty will have hedged with the underlying shares or with an instrument which may provide access to such shares. The holder may then be in a more advantageous position, compared to other market users (i.e. other potential purchasers of the shares), to gain access to those shares, either directly from the counterparty, or indirectly, for example in the market following sale by the counterparty;

(b) 'long' derivative financial instruments not having a linear, symmetric pay-off profile in line with the underlying share (that is, instruments not having a 'delta 1' profile, for example cash-settled options) should be considered to have an economic effect, in relation to the underlying shares represented, similar to that of a qualifying financial instrument, only in the proportion which is equal to the delta of the instrument at any particular point in time. So, for an instrument with a delta of 0.5 on a particular day, the instrument will provide a 'similar economic effect' in half of the underlying shares represented. This will mean that holders may need to monitor delta changes at the end of each trading day in order to determine whether a disclosure is required;

(c) a financial instrument referenced to a basket or index of shares will not have similar economic effects to a qualifying financial instrument unless:

(i) the shares in the basket represent 1% or more of the class in issue or 20% or more of the value of the securities in the basket or index, or both; or

(ii) use of the financial instrument is connected to the avoidance of notification;

(d) a financial instrument held by a person within a group, where the following conditions are satisfied, will not be considered to have economic effects similar to a qualifying financial instrument:

(i) it is held by that person solely for tax or accounting reasons relating to the group and not for reasons connected to the avoidance of notification; and

(ii) another person in the group has made, or is, and continues to be, exempt from making, a notification under DTR 5.3.1 R in respect of the position represented by that financial instrument.

01/06/2009
Past version of DTR 5.3.3 before 01/06/2009

DTR 5.3.4

The holder of qualifying financial instruments, and, to the extent relevant, financial instruments with similar economic effects, is required to aggregate and, if necessary, notify all such instruments as relate to the same underlying issuer.

[Note: article 11(2) of the TD implementing Directive in respect of qualifying financial instruments]

01/06/2009
Past version of DTR 5.3.4 before 01/06/2009

DTR 5.4

Aggregation of managed holdings

20/01/2007

DTR 5.4.1

(1) The parent undertaking of a management company shall not be required to aggregate its holdings with the holdings managed by the management company under the conditions laid down in the UCITS Directive, provided such management company exercises its voting rights independently from the parent undertaking.

(2) But the requirements for the aggregation of holdings applies if the parent undertaking, or another controlled undertaking of the parent undertaking, has invested in holdings managed by such management company and the management company has no discretion to exercise the voting rights attached to such holdings and may only exercise such voting rights under direct or indirect instructions from the parent or another controlled undertaking of the parent undertaking.

[Note: articles 12(4) of the TD ]

20/01/2007

DTR 5.4.2

(1) The parent undertaking of an investment firm authorised under MiFID shall not be required to aggregate its holdings with the holdings which such investment firm manages on a client-by-client basis within the meaning of Article 4(1), point 9, of MiFID, provided that:

(a) the investment firm is authorised to provide such portfolio management;

(b) it may only exercise the voting rights attached to such shares under instructions given in writing or by electronic means or it ensures that individual portfolio management services are conducted independently of any other services under conditions equivalent to those provided for under the UCITS Directive by putting into place appropriate mechanisms; and

(2) But the requirements for the aggregation of holdings applies if the parent undertaking, or another controlled undertaking of the parent undertaking, has invested in holdings managed by such investment firm and the investment firm has no discretion to exercise the voting rights attached to such holdings and may only exercise such voting rights under direct or indirect instructions from the parent or another controlled undertaking of the parent undertaking.

[Note: article 12(5) of the TD ]

20/01/2007

DTR 5.4.3

For the purposes of the exemption to the aggregation of holdings provided in DTR 5.4.1 R or DTR 5.4.2 R, a parent undertaking of a management company or of an investment firm shall comply with the following conditions:

(1) it must not interfere by giving direct or indirect instructions or in any other way in the exercise of the voting rights held by the management company or investment firm; and

(2) that management company or investment firm must be free to exercise, independently of the parent undertaking, the voting rights attached to the assets it manages.

[Note: article 10(1) of the TD implementing Directive ]

20/01/2007

DTR 5.4.4

A parent undertaking which wishes to make use of the exemption in relation to issuers subject to this chapter whose sharesare admitted to trading on a regulated market must without delay, notify the following to the FSA :

(1) a list of the names of those management companies, investment firms or other entities, indicating the competent authorities that supervise them, but with no reference to the issuers concerned; and

(2) a statement that, in the case of each such management company or investment firm, the parent undertaking complies with the conditions laid down in DTR 5.4.3 R.

The parent undertaking shall update the list referred to in paragraph (1) on an ongoing basis.

[Note: article 10(2) of the TD implementing Directive ]

06/04/2007
Past version of DTR 5.4.4 before 06/04/2007

DTR 5.4.5

Where the parent undertaking intends to benefit from the exemptions only in relation to the financial instruments referred to in Article 13 of the TD, it shall (in relation to financial instruments giving an entitlement to acquire shares which are admitted to trading on a regulated market) notify to the FSA only the list referred to in paragraph (1) of DTR 5.4.4 R.

[Note: article 10(3) of the TD implementing Directive ]

20/01/2007

DTR 5.4.6

A parent undertaking of a management company or of an investment firm must in relation to issuers subject to this chapter whose sharesare admitted to trading on a regulated market be able to demonstrate to the FSA on request that:

(1) the organisational structures of the parent undertaking and the management company or investment firm are such that the voting rights are exercised independently of the parent undertaking;

(2) the persons who decide how the voting rights are exercised act independently;

(3) if the parent undertaking is a client of its management company or investment firm or has a holding in the assets managed by the management company or investment firm, there is a clear written mandate for an arms-length customer relationship between the parent undertaking and the management company or investment firm.

The requirement in (1) shall imply as a minimum that the parent undertaking and the management company or investment firm must have established written policies and procedures reasonably designed to prevent the distribution of information between the parent undertaking and the management company or investment firm in relation to the exercise of voting rights.

[Note: article 10(4) of the TD implementing Directive ]

06/04/2007
Past version of DTR 5.4.6 before 06/04/2007

DTR 5.4.7

For the purposes of paragraph (1) of DTR 5.4.3 R direct instruction means any instruction given by the parent undertaking, or another controlled undertaking of the parent undertaking, specifying how the voting rights are to exercised by the management company or investment firm in particular cases.

20/01/2007

DTR 5.4.8

Indirect instruction means any general or particular instruction, regardless of the form, given by the parent undertaking, or another controlled undertaking of the parent undertaking, that limits the discretion of the management company or investment firm in relation to the exercise of voting rights in order to serve specific business interests of the parent undertaking or another controlled undertaking of the parent undertaking.

[Note: article 10(5) of the TD implementing Directive ]

20/01/2007

DTR 5.4.9

Undertakings whose registered office is in a third country which would have required authorisation in accordance with Article 5 (1) of the UCITS directive or with regard to portfolio management under point 4 of section A of Annex 1 to MiFID if it had its registered office or, only in the case of an investment firm, its head office within the EEA, shall be exempted from aggregating holdings with the holdings of its parent undertaking under this ruleprovide that they comply with equivalent conditions of independence as management companies or investment firms.

[Article 23(6) TD ]

DTR 5.4.10

A third country shall be deemed to set conditions of independence equivalent to those set out in this rule where under the law of that country , a management company or investment firm is required to meet the following conditions:

(1) the management company or investment firm must be free in all situations to exercise, independently of its parent undertaking, the voting rights attached to the assets it manages;

(2) the management company or investment firm must disregard the interests of the parent undertaking or of any other controlled undertaking of the parent undertaking whenever conflicts of interest arise.

20/01/2007

DTR 5.4.11

A parent undertaking of a third country undertaking must comply with the notification requirements in DTR 5.4.4 R (1) and DTR 5.4.5 R and in addition:

(1) must make a statement that in respect of each management company or investment firm concerned, the parent undertaking complies with the conditions of independence set down in DTR 5.4.10 R; and

(2) must be able to demonstrate to the FSA on request that the requirements of DTR 5.4.6 R are respected.

[Note: article 23 of the TD implementing Directive ]

06/04/2007
Past version of DTR 5.4.11 before 06/04/2007

DTR 5.5

Acquisition or disposal by issuer of shares

20/01/2007

DTR 5.5.1

An issuer of shares must, if it acquires or disposes of its own shares, either itself or through a person acting in his own name but on the issuer's behalf, make public the percentage of voting rights attributable to those sharesit holds as a result of the transaction as a whole,as soon as possible, but not later than four trading days following such acquisition or disposal where that percentage reaches, exceeds or falls below the thresholds of 5% or 10% of the voting rights.

06/04/2007
Past version of DTR 5.5.1 before 06/04/2007

DTR 5.5.2

The percentage shall be calculated on the basis of the total number of shares to which voting rights are attached.

[Note: article 14 of the TD ].

20/01/2007

DTR 5.5.3

Additional requirements in relation to a listed company which purchases its own equity shares are contained in LR 12.4.6 R.

20/01/2007

DTR 5.6

Disclosures by issuers

20/01/2007

DTR 5.6.1

An issuer must, at the end of each calendar month during which an increase or decrease has occurred, disclose to the public:

(1) the total number of voting rights and capital in respect of each class of share which it issues.

[Note: article 15 of the TD ]; and

(2) the total number of voting rights attaching to shares of the issuer which are held by it in treasury.

20/01/2007

DTR 5.6.2

The disclosure of the total number of voting rights should be in respect of each class of share which is admitted to trading on a regulated or prescribed market.

20/01/2007

DTR 5.6.3

Responsibility for all information drawn up and made public in accordance with DTR 5.6.1 R lies with the issuer.

20/01/2007
Future version of DTR 5.6.3 after 01/11/2010

DTR 5.7

Notification of combined holdings

20/01/2007

DTR 5.7.1

A person making a notification in accordance with DTR 5.1.2 R must do so by reference to each of the following:

(1) the aggregate of all voting rights which the person holds as shareholder and as the direct or indirect holder of qualifying financial instruments and financial instruments with similar economic effects;

(2) the aggregate of all voting rights held as direct or indirect shareholder (disregarding for this purpose holdings of financial instruments);

(3) the aggregate of all voting rights held as a result of direct and indirect holdings of qualifying financial instruments ; and

(4) the aggregate of all voting rights deemed to be held as a result of direct and indirect holdings of financial instruments having similar economic effects to (but not including) qualifying financial instruments in (3).

01/06/2009
Past version of DTR 5.7.1 before 01/06/2009

DTR 5.7.2

The effect of DTR 5.7.1 R is that a person may have to make a notification if the overall percentage level of his voting rights remains same but there is notifiable change in the percentage level of one or more of the categories of voting rights held.

20/01/2007

DTR 5.8

Procedures for the notification and disclosure of major holdings

20/01/2007

DTR 5.8.1

A notification given in accordance with DTR 5.1.2 R shall include the following information:

(1) the resulting situation in terms of voting rights;

(2) the chain of controlled undertakings through which voting rights are effectively held, if applicable;

(3) the date on which the threshold was reached or crossed; and

(4) the identity of the shareholder, even if that shareholder is not entitled to exercise voting rights under the conditions laid down in DTR 5.2.1 R and of the person entitled to exercise voting rights on behalf of that shareholder.

20/01/2007

DTR 5.8.2

(1) A notification required of voting rights arising from the holding of financial instruments must include the following information:

(a) the resulting situation in terms of voting rights;

(b) if applicable, the chain of controlled undertakings through which financial instruments are effectively held;

(d) for instruments with an exercise period, an indication of the date or time period where shares will or can be acquired, if applicable

(e) date of maturity or expiration of the instrument;

(f) identity of the holder; and

(g) name of the underlying issuer.

(2) The notification must be made to the issuer of each of the underlying shares to which the financial instrument relates and, in the case of shares admitted to trading on a regulated market, to each competent authority of the Home States of such issuers.

(3) If a financial instrument relates to more than one underlying share, a separate notification shall be made to each issuer of the underlying shares.

(4) For financial instruments having similar economic effects to (but which are not) qualifying financial instruments within DTR 5.3.2 R, a person making a notification in (1) must do so on a delta adjusted basis, that is, in relation to the underlying shares referenced, only in the proportion which is equal to the delta of the instrument at any particular point in time.

[Note: articles 11(3), (4) and (5) of the TD implementing Directive ]

01/06/2009
Past version of DTR 5.8.2 before 01/06/2009

DTR 5.8.3

The notification to the issuer shall be effected as soon as possible, but not later than four trading days in the case of a non-UK issuer and two trading days in all other cases, the first of which shall be the day after the date on which the relevant person:

(1) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect; or

(2) is informed about the event mentioned in DTR 5.1.2 R (2).

And for the purposes of (1) above a person shall, in relation to a transaction to which he is a party or which he has instructed, be deemed to have knowledge of the acquisition, disposal or possibility to exercise voting rights no later than two trading days following the transaction in question and where a transaction is conditional upon the approval by public authorities of the transaction or on a future uncertain event the occurrence of which is outside the control of the parties to the agreement, the parties are deemed to have knowledge of the acquisition, disposal or possibility of exercising voting rights only when the relevant approvals are obtained or when the event happens.

[Note: articles 12(1), and 12(2) of the TD and article 9 of the TD implementing Directive ]

20/01/2007

DTR 5.8.4

(1) The notification obligation following transactions of a kind mentioned in DTR 5.2.1 R are individual obligations incumbent upon each direct shareholder or indirect shareholder mentioned in DTR 5.2.1 R or both if the proportion of voting rights held by each party reaches, exceeds or falls below an applicable threshold.

(2) In the circumstances in DTR 5.2.1 R Case (h) if a shareholder gives the proxy in relation to one shareholder meeting, notification may be made by means of a single notification when the proxy is given provided it is made clear in the notification what the resulting situation in terms of voting rights will be when the proxy may no longer exercise the voting rights discretion.

(3) If in the circumstances in DTR 5.2.1 R Case (h) the proxy holder receives one or several proxies in relation to one shareholder meeting, notification may be made by means of a single notification on or after the deadline for receiving proxies provided that it is made clear in the notification what the resulting situation in terms if voting rights will be when the proxy may no longer exercise the voting rights at its discretion.

(4) When the duty to make notification lies with more than one person, notification may be made by means of a single common notification but this does not release any of those persons from their responsibilities in relation to the notification.

[Note: article 8 of the TD implementing Directive ]

20/01/2007

DTR 5.8.5

It may be necessary for both the relevant shareholder and proxy holder to make a notification. For example, if a direct holder of shares has a notifiable holding of voting rights and gives a proxy in respect of those rights (such that the recipient has discretion as to how the votes are cast) then for the purposes of DTR 5.1.2 R this is a disposal of such rights giving rise to a notification obligation. The proxy holder may also have such an obligation by virtue of his holding under DTR 5.2.1 R. Separate notifications will not however be necessary provided a single notification (whether made by the direct holder of the shares or by the proxy holder) makes clear what the situation will be when the proxy has expired. Where a proxy holder receives several proxies then one notification may be made in respect of the aggregated voting rights held by the proxy holder on or as soon as is reasonably practicable following the proxy deadline. Unless it discloses what the position will be in respect of each proxy after the proxies have expired, such a notification will not relieve any direct holder of the shares of its notification obligation (if there is a notifiable disposal). A proxy which confers only minor and residual discretions (such as to vote on an adjournment) will not result in the proxy holder (or shareholder) having a notification obligation.

20/01/2007

DTR 5.8.6

An undertaking is not required to make a notification if instead it is made by its parent undertaking or, where the parent undertaking is itself a controlled undertaking, by its own parent undertaking.

[Note: article 12(3) of the TD ]

20/01/2007

DTR 5.8.7

Voting rights must be calculated on the basis of all the shares to which voting rights are attached even if the exercise of such rights is suspended and shall be given in respect of all shares to which voting rights are attached.

[Note: article 9(1) of the TD ]

20/01/2007

DTR 5.8.8

The number of voting rights to be considered when calculating whether a threshold is reached, exceeded or fallen below is the number of voting rights in existence according to the issuer's most recent disclosure made in accordance with DTR 5.6.1 R but disregarding voting rights attached to any treasury shares held by the issuer (in accordance with the issuer's most recent disclosure of such holdings).

[[Note: article 9(2) of the TD and article 11(3) of the TD implementing Directive]

20/01/2007
Future version of DTR 5.8.8 after 01/11/2010

DTR 5.8.9

The FSA provides a link to a calendar of trading daysthrough its websiteat www.fsa.gov.uk which applies in the United Kingdom for the purposes of this chapter.

[Note: article 7 of the TD implementing Directive ]

06/04/2007
Past version of DTR 5.8.9 before 06/04/2007

DTR 5.8.10

A notification in relation to shares admitted to trading on a regulated market, must be made using the form TR1 available in electronic format at the FSA's website at www.fsa.gov.uk.

20/01/2007

DTR 5.8.11

In determining whether a notification is required a person's net (direct or indirect) holding in a share (and of relevant financial instruments) may be assessed by reference to that person's holdings at a point in time up to midnight of the day for which the determination is made (taking account of acquisitions and disposals executed during that day).

20/01/2007

DTR 5.8.12

(1) An issuer not falling within (2) must, in relation to shares admitted to trading on a regulated market, on receipt of a notification as soon as possible and in any event by not later than the end of the trading day following receipt of the notification make public all of the information contained in the notification.

(2) A non-UK issuer and any other issuers whose shares are admitted to trading on a prescribed (but not a regulated) market must, on receipt of a notification, as soon as possible and in any event by not later than the end of the third trading day following receipt of the notification, make public all of the information contained in the notification.

[Note: article 12(6) of the TD ]

20/01/2007

DTR 5.9

Filing of information with competent authority

20/01/2007

DTR 5.9.1

(1) A person making a notification to an issuer to which this chapter applies must, if the notification relates to shares admitted to trading on a regulated market, at the same time file a copy of such notification with the FSA.

(2) The information to be filed with the FSA must include a contact address of the person making the notification (but such details must be in a separate annex and not included on the form which is sent to the issuer).

[Note: article 19(3) of the TD ]

20/01/2007

DTR 5.10

Use of electronic means for notifications and filing

20/01/2007

DTR 5.10.1

Information filed with the FSA for the purposes of the chapter must be filed using electronic means.

20/01/2007

DTR 5.11

Non EEA State issuers

06/04/2007
Past version of DTR 5.11 before 06/04/2007

DTR 5.11.1

An issuer whose registered office is in a non-EEA State will be treated as meeting equivalent requirements to those set out in DTR 5.8.12 R (2) (issuer to make public notifications of major shareholdings by close of third day following receipt) provided that the period of time within which the notification of the major holdings is to be effected to the issuer and is to be made public by the issuer is in total equal to or shorter than seven trading days.

[Note: article 19 of the TD implementing Directive ]

20/01/2007

DTR 5.11.2

An issuer whose registered office is in a non-EEA State will be treated as meeting equivalent requirements in respect of treasury shares to those set out in DTR 5.5.1 R provided that:

(1) if the issuer is only allowed to hold up a maximum of 5% of its own shares to which voting rights are attached, a notification requirement is triggered under the law of the third country whenever this the maximum threshold of 5% of the voting rights is reached or crossed;

(2) if the issuer is allowed to hold up to maximum of between 5% and 10% of its own shares to which voting rights are attached, a notification requirement is triggered under the law of the non-EEA state whenever this maximum threshold and or the 5% threshold of the voting rights are reached or crossed;

(3) if the issuer is allowed to hold more than 10% of its own shares to which voting rights are attached, a notification requirement is triggered under the law of the non-EEA state whenever the 5% or 10% thresholds of the voting rights are reached or crossed. Notification above the 10% threshold is not required for this purpose.

[Note: article 20 of the TD implementing Directive ]

20/01/2007

DTR 5.11.3

An issuer whose registered office is in a non-EEA State will be treated as meeting equivalent requirements to those set out in DTR 5.6.1 R (Disclosure by issuers of total voting rights) provided that the issuer is required under the law of the non-EEA State to disclose to the public the total number of voting rights and capital within 30 calendar days after an increase or decrease of such total number has occurred.

[Note: article 21 of the TD implementing Directive ]

20/01/2007

DTR 5.11.4

An issuer whose registered office is in a non-EEA State whose relevant laws are considered equivalent by the FSA is exempted from the corresponding obligation in this chapter.

20/01/2007

DTR 5.11.5

(1) the filing of information with the FSA;

(2) the language provisions; and

(3) the dissemination of information provisions.

20/01/2007

DTR 5.11.6

The notification requirements in DTR 5.1.2 R do not apply to a person in respect of the shares of an issuer which has its registered office in a non-EEA State whose laws have been considered equivalent for the purposes of article 23 of the TD.

20/01/2007

Export chapter as

Legal Instruments that change this Chapter Vote Holder and Issuer Notification Rules

DTR 6

Continuing obligations and access to information

DTR 6.1

Information requirements for issuers of shares and debt securities

20/01/2007

Application

DTR 6.1.1

(1) Subject to the exemptions set out in DTR 6.1.16 R - DTR 6.1.19 R this section applies in relation to an issuer whose Home State is the United Kingdom.

(2) References to transferable securities, shares and debt securities are to such instruments as are admitted to trading.

20/01/2007

Amendments to constitution

DTR 6.1.2

(1) If an issuer of transferable securities proposes to amend its constitution it must communicate the draft amendment to:

(a) the FSA; and

(b) the regulated market on which its securities have been admitted to trading.

(2) The communication referred to in paragraph (1) must be effected without delay but at the latest on the date of calling the general meeting which is to vote on, or be informed of, the amendment.

[Note: article 19(1) of the TD ]

20/01/2007

Equality of treatment

DTR 6.1.3

(1) An issuer of shares must ensure equal treatment for all holders of shares who are in the same position. [Note: article 17(1) of theTD]

(2) An issuer of debt securities must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities. [Note: article 18(1) of the TD]

20/01/2007

Exercise of rights by holders

DTR 6.1.4

An issuer of shares or debt securities must ensure that all the facilities and information necessary to enable holders of shares or debt securities to exercise their rights are available in the Home State and that the integrity of data is preserved. [Note: articles 17(2) and 18(2) of the TD]

20/01/2007

Exercise of rights by proxy

DTR 6.1.5

(1) Shareholders and debt securities holders must not be prevented from exercising their rights by proxy, subject to the law of the country in which the issuer is incorporated. [Note: articles 17(2) and 18(2) of the TD]

(2) An issuer of shares or debt securities must make available a proxy form, on paper or, where applicable, by electronic means to each person entitled to vote at a meeting of shareholders or a meeting of debt securities holders. [Note: articles 17(2)(b) and 18(2)(b) of the TD]

(3) The proxy form must be made available either:

(a) together with the notice concerning the meeting; or

(b) after the announcement of the meeting.

[Note: articles 17(2)(b) and 18(2)(b) of the TD ]

20/01/2007

Appointment of a financial agent

DTR 6.1.6

An issuer of shares or debt securities must designate, as its agent, a financial institution through which shareholders or debt securities holders may exercise their financial rights. [Note: articles 17(2)(c) and 18(2)(c) of the TD]

20/01/2007

Electronic Communications

DTR 6.1.7

An issuer of shares or debt securities may use electronic means to convey information to shareholders or debt securities holders. [Note: articles 17(3) and 18(4) of the TD]

20/01/2007

DTR 6.1.8

To use electronic means to convey information to holders, an issuer must comply with the following:

(1) a decision to use electronic means to convey information to shareholders or debt securities holders must be taken in a general meeting;

(2) the use of electronic means must not depend upon the location of the seat or residence of:

(a) the shareholder; or

(b) persons referred to in rows (a) to (h) of the table set out in DTR 5.2.1 R; or

(d) a proxy representing a debt security holder.

(3) identification arrangements must be put in place so that the shareholders, debt security holders or other persons entitled to exercise or to direct the exercise of voting rights are effectively informed;

(4) shareholders, debt security holders or persons referred to in rows (a) to (e) of the table set out in DTR 5.2.1 R who are entitled to acquire, dispose of or exercise voting rights must be:

(a) contacted in writing to request their consent for the use of electronic means for conveying information and if they do not object within a reasonable period of time, their consent can be considered to have been given; and

(b) able to request at any time in the future that information be conveyed in writing; and

(5) any apportionment of the costs entailed in the conveyance of information by electronic means must be determined by the issuer in compliance with the principle of equal treatment set out in DTR 6.1.3 R.

But paragraph (4) above does not apply in any case where schedule 5 to the Companies Act 2006 applies.

[Note: articles 17(3) and 18(4) of the TD ]

20/01/2007

Information about changes in rights attaching to securities

DTR 6.1.9

An issuer of shares must without delay disclose to the public any change in the rights attaching to its various classes of shares, including changes in the rights attaching to derivative securities issued by the issuer giving access to the shares of that issuer. [Note: article 16(1) of the TD]

20/01/2007

DTR 6.1.10

An issuer of securities other than shares admitted to trading on a regulated market must disclose to the public without delay any changes in the rights of holders of securities other than shares, including changes in the terms and conditions of such securities which could indirectly affect those rights, resulting in particular from a change in loan terms or in interest rates.[Note article 16(2) of theTD]

20/01/2007

DTR 6.1.11

An issuer of securities admitted to trading on a regulated market (other than an issuer which is a public international body of which at least one EEA State is a member) must disclose to the public without delay any new loan issues and in particular any guarantee or security in respect of such issues. [Note: article 16(3) of the TD]

20/01/2007

Information about meetings, issue of new shares and payment of dividends share issuers

DTR 6.1.12

An issuer of shares must provide information to holders on:

(1) the place, time and agenda of meetings;

(2) the total number of shares and voting rights; and

(3) the rights of holders to participate in meetings. [Note: article 17(2)(a) of theTD]

20/01/2007

DTR 6.1.13

An issuer of shares must publish notices or distribute circulars concerning the allocation and payment of dividends and the issue of new shares, including information on any arrangements for allotment, subscription, cancellation or conversion. [Note: article 17(2)(d) of the TD]

20/01/2007

Information about meetings and payment of interest - debt security issuers

DTR 6.1.14

An issuer of debt securities must publish notices or distribute circulars concerning:

(1) the place, time and agenda of meetings of debt securities holders;

(2) the payment of interest;

(3) the exercise of any conversion, exchange, subscription or cancellation rights and repayment; and

(4) the rights of holders to exercise their rights in relation to paragraphs (1) - (3).

[Note: article 18(2)(a) of the TD ]

20/01/2007

DTR 6.1.15

If only holders of debt securities whose denomination per unit amounts to at least 50,000 Euros(or an equivalent amount) are to be invited to a meeting, the issuer may choose as a venue any EEA State, provided that all the facilities and information necessary to enable such holders to exercise their rights are made available in that EEA State. [Note: article 18(3) of the TD]

20/01/2007
Future version of DTR 6.1.15 after 01/07/2012

Non-EEA State exemption

DTR 6.1.16

An issuer whose registered office is in a non-EEA State whose relevant laws are considered equivalent by the FSA is exempted from DTR 6.1.3 R to DTR 6.1.15 R.

20/01/2007

DTR 6.1.17

The FSA maintains a published list of non-EEA State which, for the purpose of article 23.1 of the TD, are judged to have laws which lay down requirements equivalent to those imposed upon issuers by this chapter. Such issuers remain subject to the following requirements of DTR 6:

(1) the filing of information with the FSA ;

(2) the language provisions; and

(3) the dissemination of information provisions.

20/01/2007

Regional and local authority exemption

DTR 6.1.18

A regional or local authority with securities admitted to trading is not required to comply with the following:

(1) DTR 6.1.4 R to DTR 6.1.8 R; and

(2) DTR 6.1.14 R to DTR 6.1.15 R.

[Note: article 1(3) of the TD ]

20/01/2007

Exemption for issuers of convertible securities, preference shares and depository receipts

DTR 6.1.19

DTR 6.1.3 R to DTR 6.1.8 R and DTR 6.1.12 R to DTR 6.1.15 R do not apply to:

(1) an issuer of transferable securities convertible into shares;

(2) an issuer of preference shares; and

(3) an issuer of depository receipts.

20/01/2007

DTR 6.2

Filing information and use of language

20/01/2007

Application

DTR 6.2.1

This section applies to:

(1) an issuer:

(a) whose transferable securities are admitted to trading; and

(b) whose Home State is the United Kingdom; and

(2) a person who has requested, without the issuer's consent, the admission of its transferable securities to trading on a regulated market.

20/01/2007

Filing of information with FSA

DTR 6.2.2

An issuer or person that discloses regulated information must, at the same time, file that information with the FSA . [Note: article 19(1) of theTD]

20/01/2007

DTR 6.2.3

An issuer or person that discloses regulated information may comply with DTR 6.2.2 R by using a RIS to disseminate the information in accordance with DTR 6.3.

20/01/2007

Language

DTR 6.2.4

If transferable securities are admitted to trading only in the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed in English. [Note: article 20(1) of theTD]

20/01/2007

DTR 6.2.5

If transferable securities are admitted to trading in more than one EEA State including the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed:

(1) in English; and

(2) either in a language accepted by the competent authorities of each Host State or in a language customary in the sphere of international finance, at the choice of the issuer.

[Note: article 20(2) of the TD ]

20/01/2007

DTR 6.2.6

(1) If transferable securities are admitted to trading in one or more EEA States excluding the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed either:

(a) in a language accepted by the competent authorities of those Host States; or

(b) in a language customary in the sphere of international finance,

at the choice of the issuer.

(2) Where the United Kingdom is the Home State, regulated information must be disclosed either in English or in another language customary in the sphere of international finance, at the choice of the issuer.

[Note: article 20(3) of the TD ]

20/01/2007

DTR 6.2.7

If transferable securities are admitted to trading without the issuer's consent:

(1) DTR 6.2.4 R to DTR 6.2.6 R do not apply to the issuer; and

(2) DTR 6.2.4 R to DTR 6.2.6 R apply to the person who has requested such admission without the issuer's consent.

[Note: article 20(4) of the TD ]

20/01/2007

DTR 6.2.8

If transferable securities whose denomination per unit amounts to at least 50,000 Euros (or an equivalent amount) are admitted to trading in the United Kingdom or in one or more EEA States, regulated information must be disclosed to the public in either a language accepted by the competent authorities of the Home State and Host States or in a language customary in the sphere of international finance, at the choice of the issuer or of the person who, without the issuer's consent, has requested such admission.

[Note: article 20(6)of the TD ]

20/01/2007
Future version of DTR 6.2.8 after 01/07/2012

English language

DTR 6.2.9

English is a language accepted by the FSA where the United Kingdom is a Home State or Host State.

20/01/2007

DTR 6.3

Dissemination of information

20/01/2007

Application

DTR 6.3.1

This section applies to:

(1) an issuer:

(a) whose transferable securities are admitted to trading; and

(b) whose Home State is the United Kingdom; [Note: article 21(1) of theTD]

(2) a person who has applied, without the issuer's consent, for the admission of its transferable securities to trading on a regulated market; and [Note: article 21(1) of the TD]

(3) transferable securities that are admitted to trading only in the United Kingdom which is the Host State and not in the Home State. [Note: article 21(3) of the TD]

20/01/2007

DTR 6.3.2

An issuer or person must disclose regulated information in the manner set out in DTR 6.3.3 R to DTR 6.3.8 R. [Note: article 21(1) of the TD ]

20/01/2007

DTR 6.3.3

(1) When disseminating regulated information an issuer or other person must ensure that the minimum standards contained in DTR 6.3.4 R to DTR 6.3.8 R are met.

(2) An issuer or person must entrust a RIS with the disclosure of regulated information to the public and must ensure that the RIS complies with the minimum standards contained in DTR 6.3.4 R to DTR 6.3.8 R.

[Note: article 12(1) of the TD implementing directive]

06/10/2007
Past version of DTR 6.3.3 before 06/10/2007

DTR 6.3.4

Regulated information must be disseminated in a manner ensuring that it is capable of being disseminated to as wide a public as possible, and as close to simultaneously as possible in the Home Member State and in other EEA States.

[Note: article 12(2) of the TD implementing directive]

06/10/2007
Past version of DTR 6.3.4 before 06/10/2007

DTR 6.3.5

(1) Regulated information, other than regulated information described in paragraph (2), must be communicated to the media in unedited full text.

[Note: article 12(3) of the TD implementing directive]

(2)

(a) An annual financial report that is required by DTR 4.1 to be made public is not required to be communicated to the media in unedited full text except for the information described in paragraph (b).

(b) If information is of a type that would be required to be disseminated in a half-yearly financial report then information of such a type that is contained in an annual financial report must be communicated to the media in unedited full text.

(3) The announcement relating to the publication of the following regulated information must include an indication of which website the relevant documents are available:

(a) an annual financial report that is required by DTR 4.1 to be made public;

(b) a half-yearly financial report that is required by DTR 4.2 to be made public; and

(c) an interim management statement that is required by DTR 4.3 to be made public or an equivalent quarterly financial report.

[Note: article 12(3) of the TD implementing directive ]

06/10/2007
Past version of DTR 6.3.5 before 06/10/2007

DTR 6.3.6

Regulated information must be communicated to the media in a manner which ensures the security of the communication, minimises the risk of data corruption and unauthorised access, and provides certainty as to the source of the regulated information. Security of receipt must be ensured by remedying as soon as possible any failure or disruption in the communication of regulated information. An issuer or person is not responsible for systemic errors or shortcomings at the media to which the regulated information has been communicated.[Note: article 12(4) of the TD implementing directive]

20/01/2007

DTR 6.3.7

Regulated information must be communicated to a RIS in a way which:

(1) makes clear that the information is regulated information;

(2) identifies clearly:

(a) the issuer concerned;

(b) the subject matter of the regulated information; and

[Note: article 12(5) of the TD implementing directive ]

20/01/2007

DTR 6.3.8

Upon request, an issuer or other person must be able to communicate to the FSA , in relation to any disclosure of regulated information:

(1) the name of the person who communicated the regulated information to the RIS;

(2) the security validation details;

(3) the time and date on which the regulated information was communicated to the RIS;

(4) the medium in which the regulated information was communicated; and

(5) details of any embargo placed by the issuer on the regulated information, if applicable.

[Note: article 12(5) of the TD implementing directive ]

20/01/2007

DTR 6.3.9

An issuer or person must not charge investors any specific cost for providing regulated information. [Note: article 21(1) of theTD]

20/01/2007

Disclosure of information in a non-EEA State

DTR 6.3.10

(1) Information that is disclosed in a non-EEA State which may be of importance to the public in the EEA must be disclosed in accordance with the provisions set out in DTR 6.2 and DTR 6.3.

(2) Paragraph (1) applies additionally to information that is not regulated information.

[Note: article 23(3) of the TD ]

20/01/2007

DTR 6.4

Choice of Home State and notifications by third country issuers

20/01/2007

Application

DTR 6.4.1

In respect of transferable securities which are admitted to trading on a regulated market, this section applies to:

(1) an issuer whose Home State is the United Kingdom in accordance with article 2.1(i)(i) of the TD; and

(2) an issuer who chooses the United Kingdom as its Home State in accordance with article 2.1(i)(ii) of the TD.

20/01/2007

Choice of Home State

DTR 6.4.2

An issuer that chooses the United Kingdom as its Home State, pursuant to article 2.1(i)(ii), must disclose that choice in accordance with DTR 6.3.

[Note: article 2 of the TD implementing Directive ]

20/01/2007

Export chapter as

Legal Instruments that change this Chapter Continuing obligations and access to information

DTR 7

Corporate governance

DTR 7.1

Audit committees

29/06/2008

Audit committees and their functions

DTR 7.1.1

An issuer must have a body which is responsible for performing the functions set out in DTR 7.1.3 R. At least one member of that body must be independent and at least one member must have competence in accounting and/or auditing.

29/06/2008

DTR 7.1.2

The requirements for independence and competence in accounting and/or auditing may be satisfied by the same member or by different members of the relevant body.

29/06/2008

DTR 7.1.3

An issuer must ensure that, as a minimum, the relevant body must:

(1) monitor the financial reporting process;

(2) monitor the effectiveness of the issuer's internal control, internal audit where applicable, and risk management systems;

(3) monitor the statutory audit of the annual and consolidated accounts;

(4) review and monitor the independence of the statutory auditor, and in particular the provision of additional services to the issuer.

29/06/2008

DTR 7.1.4

An issuer must base any proposal to appoint a statutory auditor on a recommendation made by the relevant body.

[Note: Article 41.3 of the Audit Directive]

29/06/2008

DTR 7.1.5

The issuer must make a statement available to the public disclosing which body carries out the functions required by DTR 7.1.3 R and how it is composed.

[Note: Article 41.5 (part) of the Audit Directive]

29/06/2008

DTR 7.1.6

An issuer may include the statement required by DTR 7.1.5 R in any statement it is required to make under DTR 7.2 (Corporate governance statements).

29/06/2008

DTR 7.1.7

In the FSA's view, compliance with provisions A.1.2, C.3.1, C.3.2 and C.3.3 of the UK Corporate Governance Code will result in compliance with DTR 7.1.1 R to DTR 7.1.5 R.

06/08/2010
Past version of DTR 7.1.7 before 06/08/2010

DTR 7.2

Corporate governance statements

29/06/2008

DTR 7.2.1

An issuer to which this section applies must include a corporate governance statement in its directors' report. That statement must be included as a specific section of the directors' report and must contain at least the information set out in DTR 7.2.2 R to DTR 7.2.7 R and, where applicable, DTR 7.2.10 R.

29/06/2008

DTR 7.2.2

The corporate governance statement must contain a reference to:

(1) the corporate governance code to which the issuer is subject; and/or

(2) the corporate governance code which the issuer may have voluntarily decided to apply; and/or

(3) all relevant information about the corporate governance practices applied beyond the requirements under national law.

[Note: Article 46a(1)(a) first paragraph of the Fourth Company Law Directive]

29/06/2008

DTR 7.2.3

(1) An issuer which is complying with DTR 7.2.2 R (1) or DTR 7.2.2 R (2) must:

(a) state in its directors' report where the relevant corporate governance code is publicly available; and

(b) to the extent that it departs from that corporate governance code, explain which parts of the corporate governance code it departs from and the reasons for doing so.

(2) Where DTR 7.2.2 R (3) applies, the issuer must make its corporate governance practices publicly available and state in its directors' report where they can be found.

(3) If an issuer has decided not to apply any provisions of a corporate governance code referred to under DTR 7.2.2 R (1) and DTR 7.2.2 R (2), it must explain its reasons for that decision.

[Note: Article 46a(1)(a) second paragraph and Article 46a(1)(b) of the Fourth Company Law Directive]

29/06/2008

DTR 7.2.4

A listed company which complies with LR 9.8.6R (6) (the comply or explain rule in relation to the UK Corporate Governance Code ) will satisfy the requirements of DTR 7.2.2 R and DTR 7.2.3 R.

06/08/2010
Past version of DTR 7.2.4 before 06/08/2010

DTR 7.2.5

The corporate governance statement must contain a description of the main features of the issuer's internal control and risk management systems in relation to the financial reporting process.

[Note: Article 46a(1)(c) of the Fourth Company Law Directive]

29/06/2008

DTR 7.2.6

The corporate governance statement must contain the information required by paragraph 13(2)(c), (d), (f), (h) and (i) of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (information about share capital required under Directive 2004/25/EC (the Takeover Directive)) where the issuer is subject to the requirements of that paragraph.

[Note: Article 46a(1)(d) of the Fourth Company Law Directive]

29/06/2008

DTR 7.2.7

The corporate governance statement must contain a description of the composition and operation of the issuer's administrative, management and supervisory bodies and their committees.

[Note: Article 46a(1)(f) of the Fourth Company Law Directive]

29/06/2008

DTR 7.2.8

In the FSA's view, the information specified in provisions A.1.1, A.1.2, B.2.4, D.2.1 and C.3.3 of the UK Corporate Governance Code will satisfy the requirements of DTR 7.2.7 R.

06/08/2010
Past version of DTR 7.2.8 before 06/08/2010

DTR 7.2.9

An issuer may elect that, instead of including its corporate governance statement in its directors' report, the information required by DTR 7.2.1 R to DTR 7.2.7 R may be set out:

(1) in a separate report published together with and in the same manner as its annual report. In the event of a separate report, the corporate governance statement must contain either the information required by DTR 7.2.6 R or a reference to the directors' report where that information is made available; or

(2) by means of a reference in its directors' report to where such document is publicly available on the issuer's website.

[Note: Article 46a(2) first and second sentence of the Fourth Company Law Directive]

29/06/2008

DTR 7.2.10

Subject to DTR 7.2.11 R, an issuer which is required to prepare a group directors' report within the meaning of section 415(2) of the Companies Act 2006 must include in that report a description of the main features of the group's internal control and risk management systems in relation to the process for preparing consolidated accounts. In the event that the issuer presents its own annual report and its consolidated annual report as a single report, this information must be included in the corporate governance statement required by DTR 7.2.1 R.

[Note: Article 36(2)(f) of the Seventh Company Law Directive]

29/06/2008

DTR 7.2.11

An issuer that elects to include its corporate governance statement in a separate report as permitted by DTR 7.2.9 R (1) must provide the information required by DTR 7.2.10 R in that report.

29/06/2008

Export chapter as

Legal Instruments that change this Chapter Corporate governance

Transitional Provisions

DTR TP 1

Disclosure and transparency rules

DTR Sourcebook - Transitional Provisions

(1)

(2) Material to which the Transitional provisionsapplies

(3)

(4) Transitional provision

(5) Transitional Provision: dates in force

(6) Handbook Provision: coming into force

All of DTR chapter 4

DTR 4 shall have effect as follows:

From 20 January 2007

(a)

an issuer whose financial year begins on or after 20 January 2007 must comply with DTR 4 as of 20 January 2007; and

(b)

an issuer whose financial year starts before 20 January 2007 must comply with DTR 4 as of the beginning of its next financial year.

DTR 4.2

(1)

This provision applies to an issuer of debt securities which were admitted to the official list before 1 January 2005 pursuant to Chapter 23 of the Listing Rules

From 20 January 2007 till 10 years following 1 January 2005

(2)

An issuer need not disclose its half-yearly financial report in accordance with DTR 4.2.

(3)

This provision has effect for 10 years following 1 January 2005

[Note: article 30.4 TD]

4.1.6 and 4.2.4

An issuer need not prepare its financial statement in accordance with DTR 4.1.6 R or DTR 4.2.4 R for any financial year beginning before 1 January 2007 if:

From 20 January 2007

(a)

the issuer's registered office is in a non-EEA State; and

(b)

the issuer prepares its financial statements in accordance with internationally accepted standards.

[Note: article 23.2 TD]

4.1.6 and 4.2.4

An issuer whose registered office is in a third country is exempt from the requirement to prepare its consolidated accounts in accordance with IFRS or IAS prior to financial years starting on or after 1 January 2009, provided that it prepares its annual consolidated financial statements and half yearly consolidated financial statements in accordance the accounting standards of a third country and provided that one of the following conditions is met:

6 April 2007 - issuer's financial year starting on or after 1 January 2009

20 January 2007

(a)

the notes to the financial statements contain an explicit and unreserved statement that they comply with International Financial Reporting Standards in accordance with IAS 1 Presentation of Financial Statements;

(b)

the financial statements are prepared in accordance with the Generally Accepted Accounting Principles of either Canada, Japan or the United States of America;

(c)

the financial statements are prepared in accordance with the Generally Accepted Accounting Principles of a third country other than Canada, Japan or the United States and the following conditions are satisfied;

(i)

the third country authority responsible for the national accounting standards in question has made a public commitment, before the start of the financial year to which the financial statements relate, to converge those standards with International Financial Reporting Standards;

(ii)

that authority has established a work programme which demonstrates the intention to progress towards convergence before 31 December 2008; and

(iii)

the issuer provides evidence that satisfies the competent authority that the conditions in (i) and (ii) and met.

[Note: article 1 of Commission Decision of 4 December 2006 (2006/891/EC)]

4.2.4

(1)

This provision applies to an issuer:

From 20 January 2007

(a)

whose debt securities only are admitted to trading; and

(b)

whose Home State is the United Kingdom

(2)

An issuer is not required to disclose financial statements in accordance with DTR 4.2.4 R (1) for the financial year beginning on or after 1 January 2006.

[Note: article 30.1 TD]

4.1.6 and 4.1.8 to 4.1.11

(1)

This provision applies to an issuer of debt securities:

From 20 January 2007

(a)

that is incorporated in a non-EEA State;

(b)

whose Home State is the United Kingdom; and

(c)

whose debt securities were admitted to trading in the EEA prior to 1 January 2005

(2)

An issuer need not draw up its financial statements in accordance with DTR 4.1.6 R or its management report in accordance with DTR 4.1.8 R to DTR 4.1.11 R provided:

(a)

the annual financial statements prepared by issuers from that non-EEA State give a true and fair view of the issuer's assets and liabilities, financial position and results;

(b)

the non-EEA State where the issuer is incorporated has not made mandatory the application of IAS or IFRS; and

(c)

the Commission has not taken any decision, in accordance with article 23.4(ii) of the TD, as to whether there is an equivalence between IAS and IFRS and:

(i) the accounting standards laid down in the law, regulations or administrative provisions of the non-EEA State where the issueris incorporated; or

(ii) the accounting standards of the non-EEA State such an issuer has elected to comply with.

[Note: article 30.3 TD]

DTR 4.1.7R (4)

DTR 4.1.7R (4) shall have effect as follows:

An issuer whose financial year begins before 29 June 2008 must comply with DTR 4.1.7R (4) as of the beginning of its next financial year.

From 29 June 2008

29 June 2008

5.6.1

DTR 5.6.1 R has effect as if it required, additionally, each issuer to make public (in the case of a regulated market issuer by publication to a RIS):

16 December 2006

(i)

by not later than 31 December 2006 the total number of voting rights in respect of each class of share which it issues and which is admitted to trading on a regulated market or UK prescribed market and distinguishing the number of voting rights attaching to any shares held by the issuer in treasury;

(ii)

any subsequent alteration of that total number of voting rights and of voting rights attaching to treasury shares occurring between the date on which the disclosure in (i) is made and 20 January 2007.

5.8.3

Notwithstanding DTR 5.8.3 R a person who, holds a notifiable percentage of voting rights, must notify the issuer by not later than 20 March 2007 of the percentage of voting rights he holds unless it has already made a notification in accordance with DTR 5.1.2 R before that date.

[TDarticle 30(2)]

From 20 January 2007

5.8.12

Notwithstanding DTR 5.8.12 R, an issuer must disclose the information received under TP 7 by not later than 20 April 2007[TD article 30(2)]

From 20 January 2007

TP 7 and TP 8

TP 7 and TP 8 are default provisions which will ensure that a person with a substantial proportion of voting rights which is at or above a threshold makes a notification to the issuer of those voting rights by not later than 20 March 2007 if such a person has not otherwise since 20 January 2006 made a notification at an earlier date (because for example of an acquisition or disposal of voting rights or because of a change in the total of voting rights in issue). Where such a notification is made the issuer must publish the information by not later than 20 April 2007.

All of DTR chapter 5

(1)

References to a person who is authorised under MIFID shall be taken as references to a person who is authorised under the ISD.

From 20 January 2007 to 31 October 2007

(2)

The reference in DTR 5.4.9 R to portfolio management under point 4 of Section A of Annex 1 to MiFID shall be read as referring to the service of portfolio management under point 3 of Annex A of the ISD.

All of DTR chapter 5

References to a regulated market shall be taken as references to a market as defined by point 13 of article 1 of the ISD.

From 20 January 2007 to 31 October 2007

6.1.8(1)

In the case of an issuer which is a company within the meaning of the Companies Act 2006, nothing in DTR 6.1.8 R (1) requires a decision to use electronic means to convey information to holders to be taken in a general meeting to the extent to which the issuer could lawfully use such means before 20 January 2007.

From 20 January 2007

DTR provisions referring to Companies Acts 1985, 2006 or related provisions.

(1) To the extent that the whole or part of a provision of the Companies Act 2006 is yet to come into force, any reference to that provision or part of it should be read as a reference to the corresponding provision of the Companies Act 1985 currently in force (subject to the application of any relevant transitional provisions in the Companies Act 2006 or the rules).

(2) To the extent that the whole or part of a provision of the Companies Act 1985 is no longer in force it shall be read as a reference to the corresponding provision of the Companies Act 2006 or relevant DTR rule that has superseded it (subject to the application of any relevant transitional provisions).

6 October 2007

20 January 2007

All of DTR chapter 7

DTR 7 shall have effect as follows:

An issuer whose financial year begins before 29 June 2008 must comply with DTR 7 as of the beginning of its next financial year.

From 29 June 2008

29 June 2008

DTR 5.1.2 R, DTR 5.3.1 R, DTR 5.8.2R (1) and DTR 5.8.2 R (4), DTR 5.8.10 R

For financial instruments having similar economic effects to (but which are not) qualifying financial instruments within DTR 5.3.2 R, but which do not have a linear, symmetric pay-off (that is, a 'delta 1) profile for the purposes of DTR 5.3.3 G (2)(b), a person making a notification under DTR 5.1.2 R and DTR 5.8.2R (1) may, at their option, treat each financial instrument in question as having a delta 1 profile, but only if the person also makes a notification to the issuer of the total number voting rights relating to shares referenced by, and the strike, or execution, price of, each such financial instrument.

1 June 2009 to 31 December 2009

1 June 2009

DTR TP 15

The effect of TP 15 is that persons holding financial instruments falling within DTR 5.3.3 G (2)(b) have a choice as to how they notify their deemed holding of voting rights in the underlying shares, either on a delta adjusted or nominal basis. Where notification is made on a nominal basis, extra information is required so that the delta adjusted position is capable of being calculated (when used in conjunction with information about the maturity or expiry date (notifiable under DTR 5.8.2 R) and other information derivable from publicly available sources, for example, relating to volatility).

1 June 2009 to 31 December 2009

1 June 2009

DTR 5.1.2 R, DTR 5.3.1 R, DTR 5.8, DTR 5.9

A notification of the strike, or execution, price of, and the total number of voting rights relating to shares referenced by, each financial instrument for the purposes of TP 15 is to be treated as part of the notification to the issuer and references to 'notification' shall be construed accordingly.

1 June 2009 to 31 December 2009

1 June 2009

DTR 7.1.7 G DTR 7.2.4 G DTR 7.2.8 G

References to provisions in the UK Corporate Governance Code are to be read as references to the equivalent provisions in the Combined Code for accounting periods beginning before 29 June 2010. For the avoidance of doubt, in DTR 7.2.8 G, Combined Code provision A.4.6 and B2.1 became UK Corporate Governance Code provisions B.2.4 and D.2.1 respectively.

From 29 June 2010 to 28 December 2011

6 August 2010

DTR Sch 1

[to follow]

06/10/2009

[to follow]

06/10/2009

DTR Sch 2

[to follow]

06/10/2009

[to follow]

06/10/2009

DTR Sch 3

[to follow]

06/10/2009

[to follow]

06/10/2009

DTR Sch 4

Powers Exercised

06/10/2009

4.1

The following powers and related provisions in or under the Act have been exercised by the FSA to make the rules in DTR:

Section 73A (Part 6 Rules)

Section 89A (Transparency rules)

Section 89B (Provision of voteholder information)

Section 89C (Provision of information by issuers of transferable securities)

Section 89D (Notification of voting rights held by issuer)

Section 89E (Notification of proposed amendment of issuer's constitution)

Section 89F (Transparency rules: interpretation etc)

Section 89G (Transparency rules: other supplementary provisions)

Section 89O (Corporate governance rules)

Section 96 (Obligations of issuers of listed securities)

Section 96A (Disclosure of information requirements)

Section 96C (Suspension of trading)

Section 99 (Fees)

Section 101 (Part 6 rules: general provisions)

Section 138 (General rule-making power)

Section 156 (General supplementary powers)

Schedule 7 (The Authority as Competent Authority for Part VI)

06/10/2009

4.2

The following power in the Act has been exercised by the FSA to give the guidance in DTR:

Section 157(1) (Guidance)

06/10/2009

DTR Sch 5

[to follow]

06/10/2009

[to follow]

06/10/2009

DTR Sch 6

Rules that can be waived

06/10/2009
Future version of DTR Sch 6 after 06/01/2011

[to follow]

06/10/2009
Future version of Transitional Provisions after 06/01/2011

Export chapter as

Legal Instruments that change this Chapter Transitional Provisions

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DTR Disclosure Rules and Transparency Rules

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Introduction

Application and purpose (Disclosure rules)

Purpose

FSA performing functions as competent authority

Modifying rules and consulting the FSA

Modifying or dispensing with rules

Early consultation with FSA

Information gathering and publication

Information gathering

FSA may require the publication of information

Misleading information not to be published

Notification when a RIS is not open for business

English language

Suspension of trading

Fees, market abuse safe harbours and sanctions

Fees

Market abuse safe harbours

Sanctions

The provisions outlined in DTR 1 Annex 2in relation to fees are set out in FEES 4 Annex 8R

Introduction (Transparency rules)

Application and purpose (Transparency rules)

Purpose

FSA performing functions as competent authority

Modifying rules and consulting the FSA

Modifying or dispensing with rules

Early consultation with FSA

FSA may require the publication of information

Misleading information not to be published

Notification when a RIS is not open for business

Fees

Introduction (Corporate governance)

Application and purpose (Corporate governance)

Purpose: Audit committees

Application: Audit committees

Exemptions

Purpose: Corporate governance statements

Application: Corporate governance statements

Exemption

Modifying rules and consulting the FSA

Disclosure and control ofinside information by issuers

Introduction and purpose

Introduction

Purpose

Disclosure of inside information

Requirement to disclose inside information

Identifying inside information

When to disclose inside information

Communication with third parties

Publication of information on internet site

Equivalent information

Delaying disclosure of inside information

Delaying disclosure

Legitimate interests and when delay will not mislead the public

Selective disclosure

Control of inside information

Denying access to inside information

Breach of confidentiality

Dealing with rumours

Insider lists

Requirement to draw up insider lists

Providing insider lists to the FSA on request

Contents of insider lists

Maintenance of insider lists

Acknowledgement of legal and regulatory duties

Transactions by personsdischarging managerial responsibilities and their connected persons

Purpose

Notification of transactions by persons discharging managerial responsibilities

Notification of transactions by issuers to a RIS

Periodic Financial Reporting

Annual financial report

Compliance with the Listing Rules

Publication of annual financial reports

Content of annual financial reports

Audited financial statements

Auditing of financial statements

Content of management report

Disclosure and control of
inside information by issuers

Transactions by persons
discharging managerial responsibilities and their connected persons