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DTR 6.3 Dissemination of information

Application

DTR 6.3.1R

This section applies to:

  1. (1)

    an issuer:

    1. (a)

      whose transferable securities are admitted to trading; and

    2. (b)

      whose Home State is the United Kingdom; [Note: article 21(1) of the TD]

  2. (2)

    a person who has applied, without the issuer's consent, for the admission of its transferable securities to trading on a regulated market; and [Note: article 21(1) of the TD]

  3. (3)

    transferable securities that are admitted to trading only in the United Kingdom which is the Host State and not in the Home State. [Note: article 21(3) of the TD]

DTR 6.3.2R

An issuer or person must disclose regulated information in the manner set out in DTR 6.3.3 R to DTR 6.3.8 R. [Note: article 21(1) of the TD]

DTR 6.3.3R
  1. (1)

    When disseminating regulated information an issuer or other person must ensure that the minimum standards contained in DTR 6.3.4 R to DTR 6.3.8 R are met.

  2. (2)

    An issuer or person must entrust a RIS with the disclosure of regulated information to the public and must ensure that the RIS complies with the minimum standards contained in DTR 6.3.4 R to DTR 6.3.8 R.

[Note: article 12(1) of the TD implementing directive]1

1
DTR 6.3.3AR

4Where an issuer or person uses an RIS other than an RIS which is a:

  1. (1)

    a primary information provider; or

  2. (2)

    an EEA approved incoming information society service; or

  3. (3)

    a person to whom DTR TP 1.22 applies, for as long as DTR TP 1.22 remains in force;

the issuer or person must comply with .DTR 6.3.3B R

DTR 6.3.3BR
  1. (1)

    4An issuer or person to which this rule applies must provide an annual written confirmation to the FCA that all regulated information disseminated by an RIS not specified in DTR 6.3.3A R (1) to DTR 6.3.3A R (3) in the previous financial year was disseminated in accordance with the minimum standards contained in DTR 6.3.4 R to DTR 6.3.8 R.

  2. (2)

    The confirmation required by DTR 6.3.3B R (1) must:

    1. (a)

      be provided by:

      1. (i)

        in the case of an issuer, the audit committee or the body referred to in DTR 7.1.1 R; or

      2. (ii)

        in the case of a person which is not an issuer but is a body corporate, the audit committee or the board of directors; or

      3. (iii)

        in the case of an person which is not an issuer or a body corporate, a person with corresponding powers to a director;

    2. (b)

      set out the basis for making the confirmation, including the steps taken to determine its accuracy; and

    3. (c)

      be supported by records which are:

      1. (i)

        sufficient to reasonably demonstrate the basis for making the confirmation; and

      2. (ii)

        capable of timely retrieval.

    Address for correspondence

    Note: The FCA’s address for correspondence in relation to DTR 6.3 is:

    Primary Market Monitoring

    Markets Division

    The Financial Conduct Authority

    25 The North Colonnade

    Canary Wharf

    London

    E14 5HS

    Fax: 020 7066 8349

DTR 6.3.3CG

4In addition to the annual confirmation referred to in DTR 6.3.3B R, the FCA may request information from an issuer or person under section 89H of the Act on an ad hoc basis to verify that regulated information disseminated by an RIS not specified in DTR 6.3.3 R (1) to (3) has been disseminated in accordance with DTR 6.3.4 R to DTR 6.3.8 R.

DTR 6.3.4R

Regulated information must be disseminated in a manner ensuring that it is capable of being disseminated to as wide a public as possible, and as close to simultaneously as possible in the Home Member State and in other EEA States.

[Note: article 12(2) of the TD implementing directive]1

1
DTR 6.3.5R
  1. (1)

    Regulated information, other than regulated information described in paragraph (2), must be communicated to the media in unedited full text.

    [Note: article 12(3) of the TD implementing directive]1

    1
  2. (2)
    1. (a)

      An annual financial report that is required by DTR 4.1 to be made public is not required to be communicated to the media in unedited full text except for the information described in paragraph (b).

    2. (b)

      If information is of a type that would be required to be disseminated in a half-yearly financial report then information of such a type that is contained in an annual financial report must be communicated to the media in unedited full text.

  3. (3)

    The announcement relating to the publication of the following regulated information must include an indication of the website on which2 the relevant documents are available:

    2
    1. (a)

      an annual financial report that is required by DTR 4.1 to be made public;

      3
    2. (b)

      a half-yearly financial report that is required by DTR 4.2 to be made public; and3

    3. (c)

      [deleted]2

      2
    4. (d)

      a report on payments to governments that is required by DTR 4.3A to be made public.3

[Note: article 12(3) of the TD implementing directive]

DTR 6.3.6R

Regulated information must be communicated to the media in a manner which ensures the security of the communication, minimises the risk of data corruption and unauthorised access, and provides certainty as to the source of the regulated information. Security of receipt must be ensured by remedying as soon as possible any failure or disruption in the communication of regulated information. An issuer or person is not responsible for systemic errors or shortcomings at the media to which the regulated information has been communicated.[Note: article 12(4) of the TD implementing directive]

DTR 6.3.7R

Regulated information must be communicated to a RIS in a way which:

  1. (1)

    makes clear that the information is regulated information;

  2. (2)

    identifies clearly:

    1. (a)

      the issuer concerned;

    2. (b)

      the subject matter of the regulated information; and

    3. (c)

      the time and date of the communication of the regulated information by the issuer or the person.

[Note: article 12(5) of the TD implementing directive]

DTR 6.3.8R

Upon request, an issuer or other person must be able to communicate to the FCA, in relation to any disclosure of regulated information:

  1. (1)

    the name of the person who communicated the regulated information to the RIS;

  2. (2)

    the security validation details;

  3. (3)

    the time and date on which the regulated information was communicated to the RIS;

  4. (4)

    the medium in which the regulated information was communicated; and

  5. (5)

    details of any embargo placed by the issuer on the regulated information, if applicable.

[Note: article 12(5) of the TD implementing directive]

DTR 6.3.9R

An issuer or person must not charge investors any specific cost for providing regulated information. [Note: article 21(1) of the TD]

Disclosure of information in a non-EEA State

DTR 6.3.10R
  1. (1)

    Information that is disclosed in a non-EEA State which may be of importance to the public in the EEA must be disclosed in accordance with the provisions set out in DTR 6.2 and DTR 6.3.

  2. (2)

    Paragraph (1) applies additionally to information that is not regulated information.

[Note: article 23(3) of the TD]