DTR Disclosure Rules and Transparency Rules

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DTR 1

Introduction

DTR 1.1

Application and purpose (Disclosure rules)

DTR 1.1.1

handbook-rule

The disclosure rules apply as follows:

  1. (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. (2) DTR 3 applies to an issuer that is incorporated in the United Kingdom:
    1. (a) whose financial instruments are admitted to trading on a regulated market; or
    2. (b) for whose financial instruments a request for admission to trading on a regulated market in the United Kingdom has been made;
  3. (3) the following apply to person discharging managerial responsibility, including directors, and connected persons:
    1. (a) DTR 1.1 and DTR 1.2;
    2. (b) DTR 1.3.1 R - DTR 1.3.2 G and DTR 1.3.8 R;
    3. (c) DTR 1.4;
    4. (d) DTR 1.5.3 G; and
    5. (e) DTR 3; and
  4. (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.

Purpose

DTR 1.1.2

handbook-guidance
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

handbook-guidance
In relation to the disclosure rules, the FSA is exercising its functions as the competent authority under Part VI of the Act (see section 72(1) of the Act).

Other relevant parts of Handbook

Note: Other parts of the Handbook that may also be relevant to persons to whom the disclosure rules apply include DEC (the Decision making manual), Chapter 9 of SUP (the Supervision manual) and Chapter 21 of ENF (the Enforcement manual).

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

DTR 1.2

Modifying rules and consulting the FSA

  • 01/07/2005

Modifying or dispensing with rules

DTR 1.2.1

handbook-rule
(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

handbook-rule
(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;
(c) contain all relevant information that should reasonably be brought to the FSA's attention;
(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

handbook-guidance
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

handbook-guidance
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:

DTR 1.3

Information gathering and publication

  • 01/07/2005

Information gathering

DTR 1.3.1

handbook-rule
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

handbook-guidance
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

handbook-rule
(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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-guidance
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-guidance
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

handbook-guidance
The decision-making procedures to be followed by the FSA when it:
(1) requires the suspension of trading of a financial instrument; or
(2) refuses an application by an issuer to lift a suspension made under section 96C;
are set out in DEC .

DTR 1.5

Fees, market abuse safe harbours and sanctions

  • 01/07/2005

Fees

DTR 1.5.1

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

Market abuse safe harbours

DTR 1.5.2

handbook-rule
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

handbook-guidance
(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

Export chapter as

DTR 1A

Introduction (Transparency rules)

DTR 1A.1

Application and purpose (Transparency rules)

  • 20/01/2007

DTR 1A.1.1

handbook-guidance
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

handbook-rule
(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

handbook-guidance
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

handbook-guidance
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 DEC (the Decision making manual), Chapter 9 of SUP (the Supervision manual) and Chapter 21 of ENF (the Enforcement manual).

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

DTR 1A.2

Modifying rules and consulting the FSA

  • 20/01/2007

Modifying or dispensing with rules

DTR 1A.2.1

handbook-rule
(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

handbook-rule
(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;
(c) contain all relevant information that should reasonably be brought to the FSA's attention;
(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

handbook-guidance
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

handbook-guidance
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:

DTR 1A.3

FSA may require the publication of information

  • 20/01/2007

DTR 1A.3.1

handbook-rule
(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).
  • 20/01/2007

Misleading information not to be published

DTR 1A.3.2

handbook-rule
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.
  • 20/01/2007

Notification when a RIS is not open for business

DTR 1A.3.3

handbook-rule
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

handbook-rule
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

DTR 2

Disclosure and control of
inside information by issuers

DTR 2.1

Introduction and purpose

  • 01/07/2005

Introduction

DTR 2.1.1

handbook-guidance
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

handbook-rule
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

handbook-guidance
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

handbook-rule
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

handbook-rule
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

handbook-guidance
Information is inside information if each of the criteria in the definition of inside information is met.
  • 01/07/2005

DTR 2.2.4

handbook-guidance
(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'sfinancial 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

handbook-guidance
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

handbook-guidance
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

handbook-guidance
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

handbook-guidance
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

handbook-guidance
(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
(c) include an undertaking to announce further details as soon as possible.
(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

handbook-guidance
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-guidance
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

handbook-rule
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

handbook-rule

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. (1) financial instruments admitted to trading on a regulated market;
  2. (2) requested admission to trading of its financial instruments on a regulated market; or
  3. (3) financial instruments listed on any other overseas stock exchange. [Note: Article 2(4) 2003/124/EC]
  • 01/07/2005

DTR 2.4.2

handbook-rule
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

handbook-rule
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

handbook-guidance
(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

handbook-rule
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

handbook-guidance
(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

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

Selective disclosure

DTR 2.5.6

handbook-rule
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

handbook-guidance
(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);
(c) employee representatives or trade unions acting on their behalf;
(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

handbook-guidance
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

handbook-guidance
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

handbook-rule
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

handbook-rule
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

handbook-guidance
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

handbook-guidance
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

handbook-guidance
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

handbook-guidance
(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

handbook-guidance
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-guidance
An issuer and not its advisers or agents is ultimately responsible for the maintenance of insider lists.
  • 01/07/2005

DTR 2.8.7

handbook-guidance
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

handbook-guidance
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

handbook-rule
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'sfinancial 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

handbook-rule
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

DTR 3

Transactions by persons
discharging managerial responsibilities and their connected persons

DTR 3.1

  • 01/07/2005

Purpose

DTR 3.1.1

handbook-guidance
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

handbook-rule
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

handbook-rule
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

handbook-rule
(1) An issuer must notify a RIS of any information notified to it in accordance with:
(a) DTR 3.1.2 R ; and
(b) section 324 as extended by section 328 of the Companies Act 1985 or entered into the issuer's register in accordance with section 325(3) or (4) of the Companies Act 1985.
(2) The notification to a RIS described in paragraph (1) must be made as soon as possible, and in any event by no later than the end of the business day following the receipt of the information by the issuer.

DTR 3.1.5

handbook-rule
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

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

DTR 3.1.7

handbook-guidance
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

handbook-rule
An issuer with financial instrumentsadmitted 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

DTR 4

Periodic Financial Reporting

DTR 4.1

Annual financial report

  • 20/01/2007

DTR 4.1.1

handbook-rule
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

handbook-guidance
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
(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

handbook-rule
(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]

Content of management report

DTR 4.1.8

handbook-rule
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

handbook-rule
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

handbook-guidance
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

handbook-rule
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

handbook-rule
(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

handbook-rule
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

handbook-rule
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

handbook-rule
(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

handbook-rule
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

handbook-rule
(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
(c) explanatory notes on these accounts.


[Note: article 5(3) of the TD]
  • 20/01/2007

DTR 4.2.5

handbook-rule
(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

handbook-rule
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

handbook-rule
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

handbook-rule
(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

handbook-rule
(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

handbook-rule
(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 UKissuers not using IFRS, pronouncements on interim reporting issued by the Accounting Standards Board; or
(c) for all other issuers not using IFRS, a national accounting standard relating to interim reporting,
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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 an issuer that issues exclusively debt securitiesadmitted 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 TD]

DTR 4.4.3

handbook-rule
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

handbook-rule
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'sHome 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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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 (DTR 4.1), half-yearly financial reports (DTR 4.2) and interim management statements (DTR 4.3).

DTR 4.4.9

handbook-guidance
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

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

handbook-rule
In this chapter:
(1) references to "issuer", in relation to shares admitted to trading on a regulated market, are to an issuer whose Home State is the United Kingdom; and
(2) references to a "non-UKissuer" 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 1(3) of the Companies Act 1985; 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 in 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.

DTR 5.1.2

handbook-rule
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 if the percentage of voting rights whichhe holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.1.3 R (or a combination of such holdings):
(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

handbook-rule
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) shares held by a credit institution or investment firm provided that:
(a) the shares are held within the trading book of the credit institution or investment firm;
(b) the voting rights attached to such shares do not exceed 5%; and
(c) the credit institution, or as the case may be investment firm, ensures that the voting rights attached to shares 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 ]

DTR 5.1.4

handbook-rule
(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
(c) does not exert any influence on the issuer to buy such shares or back the share price.


[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 a Member State.

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

DTR 5.1.5

handbook-rule
(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;
(c) voting rights attaching to shares which may be exercisable by an ICVC;
(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

handbook-rule
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:

[Note: article 10 of the TD ]

DTR 5.2.2

handbook-guidance
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

handbook-guidance
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

handbook-rule
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

handbook-rule
(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

handbook-rule
A person must make a notification in accordance with the applicable thresholds in DTR 5.1.2R in respect of any qualifying financial instruments which they hold, directly or indirectly, which result in an entitlement to acquire, on such holder's own initiative alone, under a formal agreement, shares to which voting rights are attached, already issued, of an issuer.
[Note: article 13(1) of the TD]

DTR 5.3.2

handbook-rule
(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 UKprescribed 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 11(1) of the TD implementing Directive]

DTR 5.3.3

handbook-guidance
For the purposes of Directive 2004/109/EC (TD), financial instrumentsshould 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, 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]

DTR 5.3.4

handbook-rule
The holder of qualifying financial instrumentsis 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 ]

DTR 5.4

Aggregation of managed holdings

  • 20/01/2007

DTR 5.4.1

handbook-rule
(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

handbook-rule
(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
(c) the investment firm 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 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

handbook-rule
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

handbook-rule
A parent undertaking which wishes to make use of the exemption in relation to issuers subject to this chapter whose shareswhichare 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 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 ]

DTR 5.4.5

handbook-rule
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

handbook-rule
A parent undertaking of a management company or of an investment firm must in relation to issuers subject to this chapter whose shareswhichare 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 ]

DTR 5.4.7

handbook-rule
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

handbook-rule
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

handbook-rule
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 Community, 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

handbook-rule
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

handbook-rule
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 ]

DTR 5.5

Acquisition or disposal by issuer of shares

  • 20/01/2007

DTR 5.5.1

handbook-rule
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 sharesas 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.

DTR 5.5.2

handbook-rule
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

handbook-guidance
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

handbook-rule
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

handbook-guidance
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

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

DTR 5.7

Notification of combined holdings

  • 20/01/2007

DTR 5.7.1

handbook-rule
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 financial instruments ;
(2) the aggregate of all voting rights held as direct or indirect shareholder (disregarding for this purpose holdings of financial instruments); and
(3) the aggregate of all direct and indirect holdings of financial instruments .

DTR 5.7.2

handbook-guidance
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

handbook-rule
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

handbook-rule
(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;
(c) the date on which the threshold was reached or crossed;
(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.


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

DTR 5.8.3

handbook-rule
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

handbook-rule
(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

handbook-guidance
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

handbook-rule
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

handbook-rule
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

handbook-rule
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]

DTR 5.8.9

handbook-guidance
The FSA maintains and publisheson its website at www.fsa.gov.uk a calendar of trading dayswhich applies in the United Kingdom for the purposes of this chapter.

[Note: article 7 of the TD implementing Directive ]

DTR 5.8.10

handbook-rule
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

handbook-rule
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

handbook-rule
(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

handbook-rule
(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

handbook-rule
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

DTR 5.11.1

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-guidance
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

DTR 5.11.6

handbook-rule
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

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

handbook-rule
(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

handbook-rule
(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

handbook-rule
(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

handbook-rule
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

handbook-rule
(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

handbook-rule
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

handbook-guidance
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

handbook-rule
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
(c) the debt security holder; 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

handbook-rule
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 derivativesecurities 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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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]

Non-EEA State exemption

DTR 6.1.16

handbook-rule
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

handbook-guidance
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-rule
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

handbook-guidance
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

handbook-rule
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

handbook-rule
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

handbook-rule
(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

handbook-rule
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

handbook-rule
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 ]

English language

DTR 6.2.9

handbook-guidance
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

handbook-rule
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

handbook-rule
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

handbook-rule
(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 ]

DTR 6.3.4

handbook-rule
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 ]

DTR 6.3.5

handbook-rule
(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 ]
(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 ]

DTR 6.3.6

handbook-rule
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

handbook-rule
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
(c) the time and date of the communication of the regulated information by the issuer or the person.


[Note: article 12(5) of the TD implementing directive ]
  • 20/01/2007

DTR 6.3.8

handbook-rule
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

handbook-rule
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

handbook-rule
(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

handbook-rule
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

handbook-rule
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

Transitional Provisions

DTR TP 1

Disclosure and transparency rules

DTR Sourcebook - Transitional Provisions

Export chapter as

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