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DTR 1.1 Application and purpose (Disclosure 5guidance)2

Note: ESMA has also issued guidelines under article 16(3) of the ESMA Regulation covering ‘Alternative Performance Measures’. See https://www.esma.europa.eu/sites/default/files/library/2015/10/2015-esma-1415en.pdf
DTR 1.1.1 G

5The disclosure requirements and the disclosure guidance apply to all persons to whom the FCA is obliged to apply the provisions of the Market Abuse Regulation relating to disclosure under article 22 of that Regulation.

Purpose

DTR 1.1.2 G

The purpose of DTR 1, DTR 2 and DTR 35 is to provide guidance on aspects of the disclosure requirements.5

FCA performing functions as competent authority

DTR 1.1.3 G

Other relevant parts of Handbook

Note: Other parts of the Handbook that may also be relevant to persons to whom the disclosure requirements and the disclosure guidance5 apply include DEPP (Decision Procedure and Penalties Manual)3 and 3Chapter 9 of SUP (the Supervision manual).

The following Regulatory Guides are also relevant:3

1. The Enforcement Guide (EG)3

2. [intentionally blank]3

Note: A list of regulated markets can be found on the FCA website.

3 3

DTR 1.2 Modifying rules and consulting the FCA

2
DTR 1.2.1 R

[deleted]2

DTR 1.2.2 R

[deleted]2

DTR 1.2.3 G

[deleted]2

Early consultation with the2 FCA

DTR 1.2.4 G

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

  1. (1)

    are in doubt about how the disclosure requirements2 apply in a particular situation.2

  2. (2)

    [deleted]2

DTR 1.2.5 G

1Where a disclosure requirements and the disclosure guidance refers2 to consultation with the FCA, submissions should be made in writing other than in circumstances of exceptional urgency.

Address for correspondence

Note: The FCA's address for correspondence in relation to the disclosure requirements and the disclosure guidance2 is:

Primary Market Monitoring

Enforcement and Markets Oversight Division2

The Financial Conduct Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

DTR 1.3 Information gathering and publication

Information gathering

DTR 1.3.1 R

[deleted]1

DTR 1.3.2 G

1Telephone calls to and from the FCA may be recorded for regulatory purposes. The FCA may also require the issuer, person discharging managerial responsibilities, connected person or their advisers to provide information in writing.

DTR 1.3.3 R

[deleted]1

DTR 1.3.4 R

[deleted]1

DTR 1.3.5 R

[deleted]1

Notification when a RIS is not open for business

DTR 1.3.6 G

1If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it may distribute the information as soon as possible to:

  1. (1)

    not less than two national newspapers in the United Kingdom;

  2. (2)

    two newswire services operating in the United Kingdom; and

  3. (3)

    a RIS for release as soon as it opens.

DTR 1.3.7 G

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.

DTR 1.3.8 R

[deleted]1

DTR 1.4 Suspension of trading

DTR 1.4.1 R

[deleted]2

[Note: article 23(2)(j) of the Market Abuse Regulation]2

DTR 1.4.2 G

2If trading of an issuer'sfinancial instruments is suspended, the issuer, any persons discharging managerial responsibilities and any connected person must continue to comply with all applicable disclosure requirements.

DTR 1.4.3 R

[deleted]2

DTR 1.4.4 G

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

  1. (1)

    if an issuer fails to make an2 announcement as required by the Market Abuse Regulation2 within the applicable time-limits which the FCA considers could affect the interests of investors or affect the smooth operation of the market; or

  2. (2)

    if there is or there may be a leak of inside information and the issuer is unwilling or unable to issue an appropriate2 announcement required by article 17 of the Market Abuse Regulation2 within a reasonable period of time.

DTR 1.4.5 G

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

  1. (1)

    requires the suspension of trading of a financial instrument; or

  2. (2)

    refuses an application by an issuer to lift a suspension of trading of a financial instrument2;

are set out in DEPP1.

1

DTR 1.5 Fees and sanctions

Fees

DTR 1.5.1 G

FEES 4 sets out the fees payable by an issuer to the FCA.1

1
DTR 1.5.2 R

[deleted]2

Sanctions

DTR 1.5.3 G

  1. (1)

    If the FCA considers that an issuer, a person discharging managerial responsibilities or a connected person has breached any of the disclosure requirements2 it may, subject to the provisions of the Act, impose on that person a financial penalty or publish a statement censuring that person.

  2. (2)

    If the FCA 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.