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DTR 5.6 Disclosures by issuers

DTR 5.6.1R

An issuer must, at the end of each calendar month during which an increase or decrease has occurred, disclose to the public:

  1. (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. (2)

    the total number of voting rights attaching to shares of the issuer which are held by it in treasury.

DTR 5.6.1AR
  1. (1)

    1Notwithstanding DTR 5.6.1 R, if a relevant increase or decrease in the total number of voting rights of the kind described in (2) occurs, an issuer must disclose to the public the information in DTR 5.6.1R (1) and (2) as soon as possible and in any event no later than the end of the business day following the day on which the increase or decrease occurs.

  2. (2)

    For the purpose of (1), a relevant increase or decrease is any increase or decrease in the total number of voting rights produced when an issuer completes a transaction unless its effect on the total number of voting rights is immaterial when compared with the position before completion.

DTR 5.6.1BG

In relation to the obligation in DTR 5.6.1A R, it is for an issuer to assess whether the effect on the total number of voting rights is immaterial. In the FCA's view an increase or decrease of 1% or more is likely to be material, both to the issuer and to the public.

DTR 5.6.1CR

2DTR 5.6.1R does not apply to a third-country issuer that falls within DTR 5.11.4R.

DTR 5.6.2G

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.

DTR 5.6.3R

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

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