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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 6.1 Information requirements for issuers of shares and debt securities

Application

DTR 6.1.1 R RP
  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 transferable securities are admitted to trading.4

  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 RP
  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 the TD]

  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 RP

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 United Kingdom4 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 RP
  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 RP

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 RP

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 RP

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 RP

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 RP

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 the TD]

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 RP

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 the TD]

DTR 6.1.13 R RP

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 RP

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 RP

[deleted]4

2 2

Third country exemption4

DTR 6.1.16 R RP

An issuer whose registered office is in a third country4 is exempted from DTR 6.1.3 R to DTR 6.1.15 R if:3

3
  1. (1)

    the law of the third country4 in question lays down equivalent requirements; or3

  2. (2)

    the issuer complies with requirements of the law of a third country4 that the FCA considers as equivalent.3

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

DTR 6.1.17 G RP

The FCA maintains a published list of third countries4, for the purpose of DTR 6.1.16R4, whose laws3 lay down requirements equivalent to those imposed upon issuers by this chapter, or where the requirements of the law of that third country4 are considered to be equivalent by the FCA3. Such issuers remain subject to the following requirements of DTR 6:

3
  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 RP

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 R4.

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

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

DTR 6.1.19 R RP

DTR 6.1.3 R to DTR 6.1.8 R and DTR 6.1.12 R to DTR 6.1.14R4 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 RP

This section applies to:

  1. (1)

    an issuer whose transferable securities are admitted to trading; and4

  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 the FCA

DTR 6.2.2 R RP

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

DTR 6.2.2A R RP

3Where an issuer or person is required to file regulated information under DTR 6.2.2R, the issuer or person must, at the same time, notify the following to the FCA:

  1. (1)

    the legal entity identifier (LEI) of the issuer concerned; and

  2. (2)

    the classifications relevant to the regulated information using the classes and sub-classes in DTR 6 Annex 1R.

DTR 6.2.2B R RP

3If more than one classification is relevant to the regulated information, the issuer or person must notify all relevant classes and sub-classes to the FCA.

DTR 6.2.3 G RP

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 RP

Regulated information 4 must be disclosed in English.

[Note: article 20(1) of the TD ]

DTR 6.2.5 R RP

[deleted]4

DTR 6.2.6 R RP

[deleted]4

DTR 6.2.7 R RP

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

  1. (1)

    DTR 6.2.4 R does4 not apply to the issuer; and

  2. (2)

    DTR 6.2.4 R applies4 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 RP

[deleted]4

1 1

English language

DTR 6.2.9 G RP

[deleted]4

DTR 6.3 Dissemination of information

Application

DTR 6.3.1 R RP

This section applies to:

  1. (1)

    an issuer whose transferable securities are admitted to trading; and6

    [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.6

    [Note: article 21(1) of the TD]

  3. (3)

    [deleted]6

DTR 6.3.2 R RP

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 RP
  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 RP

[deleted]6

4
DTR 6.3.3B R RP

[deleted]6

DTR 6.3.3C G RP

[deleted]6

4
DTR 6.3.4 R RP

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 United Kingdom6.

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

1
DTR 6.3.5 R RP
  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 theTD 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 RP

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 RP

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 RP

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 RP

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 third country

DTR 6.3.10 R RP
  1. (1)

    Information that is disclosed in a third country6 which may be of importance to the public in the United Kingdom6 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 RP

[deleted]2

Disclosure of Home State1

DTR 6.4.2 R RP

[deleted]2

1 1 1 1
DTR 6.4.3 R RP

[deleted]2

1
DTR 6.4.4 R RP

[deleted]2

1

DTR 6 Annex 1 Classes and sub-classes of regulated information

DTR 6 Annex 1 R

1

Classification of regulated information

Description

1.

Periodic regulated information

1.1

Annual financial and audit reports

all information disclosed under DTR 4.12

1.2

Half yearly financial reports and audit reports/limited reviews

all information disclosed under DTR 4.22

1.3

Payments to governments

all information disclosed under DTR 4.3A2

2.

Ongoing regulated information

2.1

[deleted]2

[deleted]2

2.2

Inside information

all information disclosed under article 17 or article 19 of the Market Abuse Regulation

2.3

Major shareholding notifications

all information disclosed under DTR 5.1.2R2

2.4

Acquisition or disposal of the issuer’s own shares

all information disclosed under DTR 5.5.1R2

2.5

Total number of voting rights and capital

all information disclosed under DTR 5.6.1R2

2.6

Changes in the rights attaching to the classes of shares or securities

all information disclosed under DTR 6.1.9R or DTR 6.1.10R2

3.

Additional regulated information required to be disclosed under the laws of the United Kingdom2

3.1

Additional regulated information required to be disclosed under the laws of the United Kingdom2

all information not falling within the sub-classes set out in points 1.1 to 1.3 and in points 2.1 to 2.6, but which the issuer, or any other person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, has disclosed under LR or DTR