Part

DTR Disclosure Rules and Transparency Rules

Chapter

Introduction (Transparency rules)

Printed on: 22/12/2024

Rulebook at: 01/10/2012

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 DEPP (Decision Procedure and Penalties Manual) and Chapter 9 of SUP (the Supervision manual).
The following Regulatory Guides are also relevant:
1. The Enforcement Guide (EG)
2. [intentionally blank]

Note: A list of regulated markets can be found on the FSA website at the following address: www.fsa.gov.uk/register/exchanges.do
  • 28/08/2007

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.
  • 30/09/2012

DTR 1A.2.5

handbook-guidance
Where a transparency rule refers to consultation with the FSA , submissions should be made in writing other than in circumstances of exceptional urgency.

Address for correspondence
Note: The FSA's address for correspondence in relation to the disclosure rules is:
  • 30/09/2012

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

DTR 1A.3.2A

handbook-rule
The duty imposed by DTR 1A.3.2 R does not apply to an issuer's obligation under DTR 5.8.12 R to make public the information contained in a voteholder notification made to it under DTR 5.1.2 R.
  • 01/02/2012

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