The disclosure requirements and disclosure guidance apply to all persons to whom the FCA is required to apply the disclosure provisions of the Market Abuse Regulation in accordance with Article 22 of this Regulation. The FCA may also require the issuer, the person exercising management responsibilities, the related person or their advisers to provide information in writing.
Notification when a RIS is not open for business
Suspension of trading
If trading in an issuer's financial instruments is suspended, the issuer, any person exercising managerial responsibility and any connected person must continue to comply with all applicable disclosure requirements. Examples of when the FCA may require the suspension of trading in a financial instrument include:.
Fees and sanctions
Sanctions
Introduction Annex 2
The provisions outlined in DTR 1 Annex 2 in relation to fees are set out 1 in FEES 4 Annex 8R
Disclosure Guidance and Transparency Rules sourcebook
1A.1 Application and purpose (Transparency rules)
Purpose
FCA performing functions as competent authority
1A.2 Modifying rules and consulting the FCA
Modifying or dispensing with rules
Early consultation with FCA
1A.3 FCA may require the publication of information
Misleading information not to be published
Transparency rules)
1A.4 Fees
1B.1 Application and purpose (Corporate governance)
Purpose: Audit committees
Application: Audit committees
Exemptions
Purpose: Corporate governance statements
Application: Corporate governance statements
Purpose: Related party transactions
Application: Related party transactions
1B.2 Modifying rules and consulting the FCA
1C.1 Application and purpose (Primary information providers)
1C.2 Modifying rules and consulting the FCA
Disclosure and control of
Introduction and purpose
Introduction
Disclosure of inside information
Requirement to disclose inside information
Identifying inside information
The decision as to whether a piece of information is inside information may be carefully weighed and the issuer (with the assistance of its advisers) will have to make its own judgement. The directors of the issuer must closely and continuously monitor whether changes in the circumstances of the issuer are such that a notification obligation has arisen under Article 17 of the Market Abuse Regulation.
When to disclose inside information
However, information that is likely to be considered relevant to a reasonable investor's decision includes information that affects: The issuer and its advisers are in the best position to make an initial assessment as to whether a particular piece of information constitutes inside information.
Communication with third parties
Publication of information on internet site
Equivalent information
Delaying disclosure of inside information
Delaying disclosure
Legitimate interests and when delay will not mislead the public
The issuer should not be obligated to disclose impending events that could be jeopardized by premature disclosure. The issuer must first assess whether the issuer has a legitimate interest that would be affected by the disclosure of certain inside information.
Selective disclosure
Control of inside information
Denying access to inside information
Breach of confidentiality
Dealing with rumours
When there is press speculation or rumors about an issuer, the issuer should assess whether a notification obligation arises under Article 17(1) of the Market Abuse Regulation. Knowing that press speculation or market rumors are false may not be inside information.
Disclosure and control of Section 2.8 : Insider lists
- Insider lists
Requirement to draw up insider lists
Providing insider lists to the FCA on request
Contents of insider lists
Maintenance of insider lists
Acknowledgement of legal and regulatory duties
Transactions by persons
Transactions by persons Section 3.1
Notification of transactions by persons discharging managerial responsibilities
Notification of transactions by issuers to a RIS
Periodic Financial Reporting
Reporting
Annual financial report
Application
Compliance with the Listing Rules
Publication of annual financial reports
Content of annual financial reports
Audited financial statements
Auditing of financial statements
Content of management report
Responsibility statements
Reporting format
Half-yearly financial reports
Publication of half-yearly financial reports
Content of half-yearly financial reports
Preparation and content of condensed set of financial statements
Additional items must be included if, as a result of their non-use, the half-yearly financial statements would give a misleading picture of the issuer's assets, liabilities, financial position and profit or loss. The accounting policies and presentation applied to the six-monthly figures must be consistent with those applied in the last published annual accounts, except when:
Content of interim management report
A Reports on payments to governments
Subject to the exemptions set out in ■DTR 4.4(Exemptions), this section applies to an issuer:. In this section, an “issuer active in the extraction or logging of primary forest industries” refers to an issuer that is:. An issuer is considered to be active in the extraction or logging of primary forest industries if any of its subsidiaries are:.
In this section, "subsidiary" has the meaning given in regulation 2 of the Reports on Payments to Governments Regulations 2014 (SI.
Preparation and publication of reports on payments to governments
The report on payments to governments must be made public no later than six months after the end of each financial year. The issuer must ensure that the report on payments to the states remains publicly available for at least ten years.
Content of reports on payments to governments
In this rule "relevant activities", "project" and "director" have the meanings given in regulation 2 of the Reports on Payments to Government Regulations 2014 (SI. The FCA considers a report on payments to governments prepared in accordance with the Reports on payments to government regulations 2014 (SI must comply with■DTR 4.3A.7AR and■4.3A.7BR.
Responsibility
Filing of reports on payments to governments
Periodic Financial Section 4.4 : Exemptions
- Exemptions
Public sector issuers
Debt issuers
Issuers of convertible securities
Issuers of preference shares
Issuers of depository receipts
Third countries – Equivalence
Vote Holder and Issuer
- Notification of the acquisition or disposal of major shareholdings
A person must inform the issuer of the percentage of his voting rights that he holds as a shareholder or holds or is deemed to hold through his direct or indirect holding of financial instruments falling within ■DTR 5.3.1R (1) (or ' a combination of such holdings). ) if the percentage of those voting rights:. 2) an applicable threshold in (1) is reached, exceeded or dropped as a result of events that change the breakdown of voting rights and on the basis of information provided by the issuer in accordance with.
Certain voting rights to be disregarded
Aggregation of holdings
Aggregation of holdings in the case of a group
Certain voting rights to be disregarded (except at 5% 10% and higher thresholds)
- Acquisition or disposal of major proportions of voting rights
- Notification of voting rights arising from the holding of certain financial
- Aggregation of managed holdings
- Acquisition or disposal by issuer of shares
Only long positions are taken into account for the calculation of voting rights. 6.The number of voting rights is calculated daily, taking into account the last closing price of the underlying share. For the purposes of paragraph (1) of DTR 5.4.3. 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 be exercised by the management company or investment firm in special cases.
The percentage is calculated based on the total number of shares with voting rights.
Notification Rules
- Disclosures by issuers
- Notification of combined holdings
- Procedures for the notification and disclosure of major holdings
- Filing of information with competent authority
- Use of electronic means for notifications and filing
- Third country issuers
- Continuing obligations and
- Information requirements for issuers of shares and debt
A person giving a notice in accordance with■DTR 5.1.2 Rmust do so by referring to each of the following:. Where a power of attorney holder receives several powers of attorney, one notification may be made in respect of the. Information submitted to the FCA for the purposes of the chapter must be filed by electronic means.
An issuer whose registered office is in a third country will be treated as complying with the requirements of ■DTR 5.8.12 R (2) (issuer must publish notices of major shareholdings before the end of the third day after receipt), provided that the period within which. notification of the larger holdings must be made to the issuer and must be published by the issuer, is in total equal to or shorter than seven trading days.
Amendments to constitution
Equality of treatment
Exercise of rights by holders
Exercise of rights by proxy
Appointment of a financial agent
Electronic Communications
Information about changes in rights attaching to securities
Information about meetings, issue of new shares and payment of dividends share issuers
Information about meetings and payment of interest – debt security issuers
Third country exemption
Regional and local authority exemption
Exemption for issuers of convertible securities, preference shares and depository receipts
Filing information and use of language
Filing of information with the FCA
Language
English language
Dissemination of information
1A) An issuer or person disclosing regulated information is exempt from subsection (1) if:. a) the regulatory information in raw full text has been deposited with the FCA by uploading it to the national storage mechanism;. No publisher or individual is responsible for systemic errors or deficiencies in the media to which the regulated information has been communicated. [Note: Article 12(4) of the RVO implementation guideline]. Upon request, an issuer or other person must be able to communicate with the FCA, in relation to disclosure of regulated information:.
An issuer or person may not charge investors specific fees for providing regulated information.
Disclosure of information in a third country
Disclosure of Home State
Disclosure of Home State
Continuing obligations Annex 1 and access to information
6Classes and sub-classes of regulated information
Corporate governance
- Audit committees
Audit committees and their functions
Corporate governance statements
An issuer to which this section applies must include a statement of corporate governance in its directors' report. The corporate governance statement must contain the information required by paragraph 13(2)(c), (d), (f), (h) and (i) of Schedule 7 for Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI Information on Share Capital) where the issuer is subject to the requirements of that paragraph. The corporate governance statement must contain a description of the composition and functioning of the issuer's administrative, management and supervisory bodies and their committees.
Under (1) or (2), the corporate governance statement must contain the information required by ■DTR 7.2.6R or refer to the directors' report where that information is available.
Related party transactions
Transaction
Definition of related party
Definition of related party transaction
Transactions to which this section does not apply
Material related party transactions
Requirements for material related party transactions
Aggregation of transactions in any 12-month period
Compliance with the disclosure requirements
Corporate governance Annex 1
7The related party tests
Primary Information Providers
Primary Information Section 8.1 : Application
Providers
Application
Primary Information providers and applicants
List of primary information providers
Approval as a primary information provider
Application for approval as a primary information provider
When considering an application for approval as a primary information provider, the FCA may make any inquiries and request any further information it considers appropriate, including consulting other regulators. Note: The decision-making procedures the FCA will follow when considering refusing an application for approval as a primary information provider are set out in DEPP.]. Approval as a primary information provider becomes effective when the person is informed in writing by the FCA.
The FCA will add the name of the person approved as primary as soon as possible.
Restrictions or limitations on approval
Criteria for approval as a primary information provider
The FCA will approve a person as a primary information provider only if it is satisfied that the person will be able to:.
Continuing obligations
Arrangements with media operators
Handling regulated information: timing and prioritisation
Handling regulated information: fees
Handling regulated information: operational hours and support
Handling regulated information: business continuity
Handling regulated information: security
Handling regulated information: amendments
Handling regulated information: record keeping
Receiving regulated information: validation of submissions
Disseminating regulated information: scope
Disseminating regulated information: format
Disseminating regulated information: use of headline information
Disseminating regulated information: dissemination to media operators
Disseminating regulated information: embargo of regulated information
Disseminating regulated information: provision to the FCA
Systems and controls
Relations with the FCA
Changes in ownership or company structure
General notifications
A provider of primary information must notify the FCA and its clients as soon as possible if its ability to disseminate or continuously receive is regulated. If the primary information provider is de-authorized, he must. immediately informs its customers, regulatory authorities and all media operators with whom it has an agreement to disseminate controlled information that it is no longer approved as a primary information provider.
Annual fee
Supervision of primary information providers
Annual report
Requirement to provide information
Situations where the FCA may impose limits or restrictions on the services that a primary information provider may provide include (but are not limited to) where it appears to the FCA that: Where this is the case, the procedure for giving a legal notice is set out in the DEPP .].
Discipline of primary information providers
Suspension of a primary information provider’s approval at the primary information provider’s request
Cancellation of a primary information provider’s approval at the primary information provider’s request
A primary information provider may withdraw its request at any time before the cancellation takes effect.
Primary information providers: advancing the FCA’s operational objectives
Primary Information Annex 1 Providers
8List of regulatory bodies
Primary Information Annex 2 Providers
8Headline codes and categories
Form FEE 8 (OPD) [Insert Name of Initial Position Disclosure by Client or Bidder] Client in Offer. OFB offer from [insert name of offeree] Statement detailing offer published by offeree OFF Offer to [insert name of offeree] Statement detailing an. Form DCC 8 (DD) – [Insert name of- Dealing disclosure by the party ordered or the offeror or person acting in the con-.
DTR TP 1
Disclosure and transparency rules
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EEA state where the issuer is incorporated; or. ii) to comply with the accounting standards of the non-EEA state that such issuer has chosen to follow. i) no later than 31 December 2006, the total number of voting rights in respect of each share class it issues and admitted to trading on a regulated market or a UK prescribed market, discriminating between the number of voting rights attached to all shares held by are held in-house by the issuer; ii) any subsequent change in that aggregate number of voting rights and in voting rights attached to treasury shares between the date the disclosure is made in (i) and 20 January 2007. 7 5.8.3 R Notwithstanding DTR 5.8.3 A person who becomes a percentage of January's voting rights, the issuer must notify the percentage of. 4.2) shall not apply to issuers of debt securities whose denomination per unit with a maturity of at least EUR 50,000 or, in the case of debt securities denominated in a currency other than Euro, the value of such securities up to which nomination per unit on the date of the (19) app issuance equal to at least EUR 50,000 plies already admitted to trading on a regulated market in the EU prior to December 31, 2010 .
For purposes of DTR 7.3.13R, only 2020 transactions or arrangements entered into on or after the start of the fiscal year beginning on or after June 10, 2019 must be aggregated.
Powers Exercised
G [deleted]
G [deleted]
Rules that can be waived
Audit Committees for certain issuers
Audit Committees for certain issuers [deleted]