Status: Please note you should read all Brexit changes to the FCA Handbook and BTS alongside the main FCA transitional directions. Where these directions apply the 'standstill', firms have the choice between complying with the pre-IP completion day rules, or the post-IP completion day rules. To see a full list of Handbook modules affected, please see Annex B to the main FCA transitional directions.

DTR 4.4 Exemptions

Public sector issuers

DTR 4.4.1RRP

The rules on annual financial reports (DTR 4.1) and 3 half-yearly financial reports (DTR 4.2) do not apply to:5

3333
  1. (1)

    a state;5

  2. (2)

    a regional or local authority of a state5;

  3. (3)

    a public international body of which at least one state6 is a member;5

  4. (4)

    the European Central Bank;5

  5. (5)

    the European Financial Stability Facility (EFSF) established by the EFSF Framework Agreement and any other mechanism established with the objective of preserving the financial stability of European monetary union by providing temporary financial assistance to the EEA States whose currency is the euro; and5

  6. (6)

    6national central banks.5

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

Debt issuers

DTR 4.4.2RRP

The rules on annual financial reports in DTR 4.1 (including DTR 4.1.7R (4)1 and3 half-yearly financial reports (DTR 4.2) do not apply to an issuer that issues exclusively debt securities admitted to trading the denomination per unit of which is at least 100,000 euros2 (or an equivalent amount).

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

1332
DTR 4.4.3RRP

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. (1)

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

  2. (2)

    the credit institution has not published a prospectus in accordance with the Prospectus Regulation7.

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

DTR 4.4.4RRP

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 United Kingdom6 or by a regional or local authority of United Kingdom6, on a regulated market.

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

Issuers of convertible securities

DTR 4.4.5RRP

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

3

Issuers of preference shares

DTR 4.4.6R

[deleted]3

3

Issuers of depository receipts

DTR 4.4.7RRP

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

3

Third countries – Equivalence

DTR 4.4.8RRP

4An issuer whose registered office is in a third country6 is exempted from the rules on:

5
  1. (1)

    annual financial reports in DTR 4.1 (other than DTR 4.1.7R (4) which continues to apply);

  2. (2)

    half-yearly financial reports (DTR 4.2); and

  3. (3)

    reports on payments to governments (DTR 4.3A);5

    if the law of the third country6 in question lays down equivalent requirements or the issuer complies with requirements of the law of a third country6 that the FCA considers as equivalent.5

[Note: article 23(1) of the TD]

DTR 4.4.9GRP

The FCA maintains a published list of third countries6,5 for the purpose of DTR 4.4.8R6, whose laws5 lay down requirements equivalent to those imposed upon issuers by this chapter, or where the requirements of the law of that third country6 are considered to be equivalent by the FCA5.Such issuers remain subject to the following requirements of DTR 6:

  1. (1)

    the filing of information with the FCA;

  2. (2)

    the language provisions; and

  3. (3)

    the dissemination of information provisions.