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DTR 6.1 Information requirements for issuers of shares and debt securities

Application

DTR 6.1.1 R
  1. (1)

    1Subject to the exemptions set out in DTR 6.1.16 R - DTR 6.1.19 R this section applies in relation to an issuer whose Home State is the United Kingdom.

  2. (2)

    References to transferable securities, shares and debt securities are to such instruments as are admitted to trading.

Amendments to constitution

DTR 6.1.2 R

[deleted]3

Equality of treatment

DTR 6.1.3 R
  1. (1)

    An issuer of shares must ensure equal treatment for all holders of shares who are in the same position. [Note: article 17(1) of theTD]

  2. (2)

    An issuer of debt securities must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities. [Note: article 18(1) of the TD]

Exercise of rights by holders

DTR 6.1.4 R

An issuer of shares or debt securities must ensure that all the facilities and information necessary to enable holders of shares or debt securities to exercise their rights are available in the Home State and that the integrity of data is preserved. [Note: articles 17(2) and 18(2) of the TD]

Exercise of rights by proxy

DTR 6.1.5 R
  1. (1)

    Shareholders and debt securities holders must not be prevented from exercising their rights by proxy, subject to the law of the country in which the issuer is incorporated. [Note: articles 17(2) and 18(2) of the TD]

  2. (2)

    An issuer of shares or debt securities must make available a proxy form, on paper or, where applicable, by electronic means to each person entitled to vote at a meeting of shareholders or a meeting of debt securities holders. [Note: articles 17(2)(b) and 18(2)(b) of the TD]

  3. (3)

    The proxy form must be made available either:

    1. (a)

      together with the notice concerning the meeting; or

    2. (b)

      after the announcement of the meeting.

      [Note: articles 17(2)(b) and 18(2)(b) of the TD]

Appointment of a financial agent

DTR 6.1.6 R

An issuer of shares or debt securities must designate, as its agent, a financial institution through which shareholders or debt securities holders may exercise their financial rights. [Note: articles 17(2)(c) and 18(2)(c) of the TD]

Electronic Communications

DTR 6.1.7 G

An issuer of shares or debt securities may use electronic means to convey information to shareholders or debt securities holders. [Note: articles 17(3) and 18(4) of the TD]

DTR 6.1.8 R

To use electronic means to convey information to holders, an issuer must comply with the following:

  1. (1)

    a decision to use electronic means to convey information to shareholders or debt securities holders must be taken in a general meeting;

  2. (2)

    the use of electronic means must not depend upon the location of the seat or residence of:

    1. (a)

      the shareholder; or

    2. (b)

      persons referred to in rows (a) to (h) of the table set out in DTR 5.2.1 R; or

    3. (c)

      the debt security holder; or

    4. (d)

      a proxy representing a debt security holder.

  3. (3)

    identification arrangements must be put in place so that the shareholders, debt security holders or other persons entitled to exercise or to direct the exercise of voting rights are effectively informed;

  4. (4)

    shareholders, debt security holders or persons referred to in rows (a) to (e) of the table set out in DTR 5.2.1 R who are entitled to acquire, dispose of or exercise voting rights must be:

    1. (a)

      contacted in writing to request their consent for the use of electronic means for conveying information and if they do not object within a reasonable period of time, their consent can be considered to have been given; and

    2. (b)

      able to request at any time in the future that information be conveyed in writing; and

  5. (5)

    any apportionment of the costs entailed in the conveyance of information by electronic means must be determined by the issuer in compliance with the principle of equal treatment set out in DTR 6.1.3 R.

But paragraph (4) above does not apply in any case where schedule 5 to the Companies Act 2006 applies.

[Note: articles 17(3) and 18(4) of the TD ]

Information about changes in rights attaching to securities

DTR 6.1.9 R

An issuer of shares must without delay disclose to the public any change in the rights attaching to its various classes of shares, including changes in the rights attaching to derivativesecurities issued by the issuer giving access to the shares of that issuer. [Note: article 16(1) of the TD]

DTR 6.1.10 R

An issuer of securities other than shares admitted to trading on a regulated market must disclose to the public without delay any changes in the rights of holders of securities other than shares, including changes in the terms and conditions of such securities which could indirectly affect those rights, resulting in particular from a change in loan terms or in interest rates.[Note article 16(2) of theTD]

DTR 6.1.11 R

[deleted]3

Information about meetings, issue of new shares and payment of dividends share issuers

DTR 6.1.12 R

An issuer of shares must provide information to holders on:

  1. (1)

    the place, time and agenda of meetings;

  2. (2)

    the total number of shares and voting rights; and

  3. (3)

    the rights of holders to participate in meetings. [Note: article 17(2)(a) of theTD]

DTR 6.1.13 R

An issuer of shares must publish notices or distribute circulars concerning the allocation and payment of dividends and the issue of new shares, including information on any arrangements for allotment, subscription, cancellation or conversion. [Note: article 17(2)(d) of the TD]

Information about meetings and payment of interest – debt security issuers

DTR 6.1.14 R

An issuer of debt securities must publish notices or distribute circulars concerning:

  1. (1)

    the place, time and agenda of meetings of debt securities holders;

  2. (2)

    the payment of interest;

  3. (3)

    the exercise of any conversion, exchange, subscription or cancellation rights and repayment; and

  4. (4)

    the rights of holders to exercise their rights in relation to paragraphs (1) – (3).

[Note: article 18(2)(a) of the TD ]

DTR 6.1.15 R

If only holders of debt securities whose denomination per unit amounts to at least 100,000 euros2 (or an equivalent amount) are to be invited to a meeting, the issuer may choose as a venue any EEA State, provided that all the facilities and information necessary to enable such holders to exercise their rights are made available in that EEA State. [Note: article 18(3) of the TD]

2

Non-EEA State exemption

DTR 6.1.16 R

An issuer whose registered office is in a non-EEA State3 is exempted from DTR 6.1.3 R to DTR 6.1.15 R if:3

  1. (1)

    the law of the non-EEA State in question lays down equivalent requirements; or3

  2. (2)

    the issuer complies with requirements of the law of a non-EEA State that the FCA considers as equivalent.3

[Note: article 23(1) of the TD]3

DTR 6.1.17 G

The FCA maintains a published list of non-EEA States,3 for the purpose of article 23.1 of the TD, whose laws3 lay down requirements equivalent to those imposed upon issuers by this chapter, or where the requirements of the law of that non-EEA State are considered to be equivalent by the FCA3. 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.

Regional and local authority exemption

DTR 6.1.18 R

A regional or local authority with securities admitted to trading is not required to comply with the following:

  1. (1)

    DTR 6.1.4 R to DTR 6.1.8 R; and

  2. (2)

    DTR 6.1.14 R to DTR 6.1.15 R.

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

Exemption for issuers of convertible securities, preference shares and depository receipts

DTR 6.1.19 R

DTR 6.1.3 R to DTR 6.1.8 R and DTR 6.1.12 R to DTR 6.1.15 R do not apply to:

  1. (1)

    an issuer of transferable securities convertible into shares;

  2. (2)

    an issuer of preference shares; and

  3. (3)

    an issuer of depository receipts.

DTR 6.2 Filing information and use of language

Application

DTR 6.2.1 R

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; and

  2. (2)

    a person who has requested, without the issuer's consent, the admission of its transferable securities to trading on a regulated market.

Filing of information with FCA

DTR 6.2.2 R

An issuer or person that discloses regulated information must, at the same time, file that information with the FCA. [Note: article 19(1) of theTD]

DTR 6.2.3 G

An issuer or person that discloses regulated information may comply with DTR 6.2.2 R by using a primary information provider2 to disseminate the information in accordance with DTR 6.3.

2

Language

DTR 6.2.4 R

If transferable securities are admitted to trading only in the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed in English. [Note: article 20(1) of theTD]

DTR 6.2.5 R

If transferable securities are admitted to trading in more than one EEA State including the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed:

  1. (1)

    in English; and

  2. (2)

    either in a language accepted by the competent authorities of each Host State or in a language customary in the sphere of international finance, at the choice of the issuer.

    [Note: article 20(2) of theTD]

DTR 6.2.6 R
  1. (1)

    If transferable securities are admitted to trading in one or more EEA States excluding the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed either:

    1. (a)

      in a language accepted by the competent authorities of those Host States; or

    2. (b)

      in a language customary in the sphere of international finance,

    at the choice of the issuer.

  2. (2)

    Where the United Kingdom is the Home State, regulated information must be disclosed either in English or in another language customary in the sphere of international finance, at the choice of the issuer.

[Note: article 20(3) of the TD ]

DTR 6.2.7 R

If transferable securities are admitted to trading without the issuer's consent:

  1. (1)

    DTR 6.2.4 R to DTR 6.2.6 R do not apply to the issuer; and

  2. (2)

    DTR 6.2.4 R to DTR 6.2.6 R apply to the person who has requested such admission without the issuer's consent.

[Note: article 20(4) of the TD ]

DTR 6.2.8 R

If transferable securities whose denomination per unit amounts to at least 100,000 euros1 (or an equivalent amount) are admitted to trading in the United Kingdom or in one or more EEA States, regulated information must be disclosed to the public in either a language accepted by the competent authorities of the Home State and Host States or in a language customary in the sphere of international finance, at the choice of the issuer or of the person who, without the issuer's consent, has requested such admission.

[Note: article 20(6)of the TD ]

1

English language

DTR 6.2.9 G

English is a language accepted by the FCA where the United Kingdom is a Home State or Host State.

DTR 6.3 Dissemination of information

Application

DTR 6.3.1 R

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 theTD]

  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 6.3.2 R

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 6.3.3 R
  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 6.3.3A R

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 6.3.3B R
  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 6.3.3C G

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 6.3.4 R

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 6.3.5 R
  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 6.3.6 R

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 6.3.7 R

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 6.3.8 R

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 6.3.9 R

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

Disclosure of information in a non-EEA State

DTR 6.3.10 R
  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 ]

DTR 6.4 Disclosure of Home State

Application

DTR 6.4.1 R

In respect of transferable securities which are admitted to trading on a regulated market, this section applies to:

  1. (1)

    an issuer whose Home State is the United Kingdom in accordance with the first indent of1 article 2.1(i)(i) of the TD; and

  2. (2)

    an issuer who chooses the United Kingdom as its Home State in accordance with:1

    1. (a)

      the second indent of article 2.1(i)(i) of the TD; or1

    2. (b)

      article 2.1(i)(ii) of the TD; or1

    3. (c)

      article 2.1(i)(iii) of the TD.1

Disclosure of Home State1

DTR 6.4.2 R

An issuer1 must disclose that its Home State is the United Kingdom1 in accordance with DTR 6.2 and1DTR 6.3.

[Note: article 2.1(i) of the TD1]

DTR 6.4.3 R

1An issuer must disclose its Home State to the competent authority of:

  1. (1)

    where applicable, the EEA State where it has its registered office;

  2. (2)

    the Home State; and

  3. (3)

    each Host State.

[Note: article 2.1(i) of the TD]

DTR 6.4.4 R

1Where an issuer has not disclosed its Home State as defined by the second indent of article 2.1(i)(i) of the TD or article 2.1(i)(ii) of the TD in accordance with DTR 6.4.2R and DTR 6.4.3R within a period of three months from the date the issuer’s securities are first admitted to trading on a regulated market, the Home State shall be:

  1. (1)

    the EEA State where the issuer’s securities are admitted to trading on a regulated market; or

  2. (2)

    where the issuer’s securities are admitted to trading on regulated markets situated or operating within more than one EEA State, those EEA States shall be the issuer’sHome State until a subsequent choice of a single Home State has been made and disclosed by the issuer in accordance with DTR 6.4.2R and DTR 6.4.3R.

[Note: article 2.1(i) of the TD]