DTR - FCA Handbook

1 Disclosure Guidanceand TransparencyRules sourcebookDTR ContentsDisclosure Guidance and Transparency Rules sourcebookDTR and purpose (Disclosure guidance) rules and consulting the gathering and of and sanctions1 Annex 2 The provisions outlined in DTR 1 Annex 2 in relation to fees are set outin FEES 4 Annex 8 RDTR 1 AIntroduction (Transparency rules) and purpose (Transparency rules) rules and consulting the may require the publication of 1 BIntroduction (Corporate governance) and purpose (Corporate governance) rules and consulting the FCADTR 1 CIntroduction (Primary information providers) and purpose (Primary information providers) rules and consulting the FCADTR 2 Disclosure and control of inside information by and of inside of information on internet disclosure of inside of inside with listsn Release 18l Apr iDTR ContentsDTR 3 Transactions by persons discharging managerial responsibilitiesand their connected 4 Periodic Financial on payments to 5 Vote Holder and Issuer Notification of the acquisition or disposal of major or disposal of major proportions of voting of voting rights arising from the holding of of managed or disposal by issuer of by of combined for the notification and disclosure of major of information with competent of electronic means for notifications

2 Country issuersDTR 6 Continuing obligations and access to requirements for issuers of shares and debt information and use of of of Home State6 Annex 1 Classes and sub-classes of regulated informationDTR 7 Corporate governance party transactions7 Annex 1 The related party testsDTR 8 Primary Information as a primary information for approval as a primary information obligationsn Release 18l Apr iiDTR of primary information providers8 Annex 1 List of regulatory bodies8 Annex 2 Headline codes and categoriesTransitional provisions and SchedulesTP 1 Disclosure and transparency rulesSch 1[to follow]Sch 2[to follow]Sch 3[to follow]Sch 4 Powers ExercisedSch 5[to follow]Sch 6 Rules that can be waivedDTR App 1 Audit Committees for certain issuers [deleted]App Committees for certain issuers [deleted]n Release 18l Apr iiiDisclosure Guidance and Transparency Rules sourcebookChapter 1 Introductionn Release 18l Apr 1/1 DTR 1 : IntroductionSection : Application and purpose( Release 18l Apr 1 and purpose (Disclosureguidance)[Note: ESMA has also issued guidelines under article 16(3) of the ESMAR egulation covering Alternative Performance Measures.)]

3 See ESMA guidelines: ESMA Guidelines on Alternative Performance Measures, 5 October2015 (ESMA/2015/1415).]The disclosure requirements and the disclosure guidance apply to all personsto whom the fca is obliged to apply the provisions of the Market AbuseRegulation relating to disclosure under article 22 of that purpose of n DTR 1, n DTR 2 and n DTR 3 is to provide guidance on aspectsof the disclosure 1 : IntroductionSection : Application and purpose( Release 18l Apr 1/3 FCA performing functions as competent relevant parts of HandbookNote: Other parts of the Handbook that may also be relevant to persons towhom the disclosure requirements and the disclosure guidance apply includeDEPP (Decision Procedure and Penalties Manual) and Chapter 9 of SUP (theSupervision manual).)

4 The following Regulatory Guides are also relevant:1. The Enforcement Guide (EG)2. [intentionally blank]Note: A list of regulated markets can be found on the fca 1 : IntroductionSection : Modifying rules and consultingthe Release 18l Apr 1 rules and consulting theFCA[deleted][deleted][deleted]DTR 1 : IntroductionSection : Modifying rules and consultingthe Release 18l Apr 1/5An issuer, person discharging managerial responsibilities or connected personshould consult with the fca at the earliest possible stage if they:(1) are in doubt about how the disclosure requirements apply in aparticular situation.(2) [deleted]Where the disclosure requirements and the disclosure guidance refer toconsultation with the fca , submissions should be made in writing other thanin circumstances of exceptional for correspondenceNote: the fca 's address for correspondence in relation to the disclosurerequirements and the disclosure guidance is:Primary Market MonitoringEnforcement and Market Oversight DivisionThe Financial Conduct Authority12 Endeavour SquareLondon, E20 1 1 : IntroductionSection : Information gathering Release 18l Apr 1 gathering andpublicationInformation [deleted]Telephone calls to and from the fca may be recorded for regulatorypurposes.

5 the fca may also require the issuer, person discharging managerialresponsibilities, connected person or their advisers to provide information inwriting.[deleted][deleted][deleted]DTR 1 : IntroductionSection : Information gathering Release 18l Apr 1/7 Notification when a RIS is not open for an issuer is required to notify information to a RIS at a time when a RIS isnot open for business, it may distribute the information as soon as possibleto:(1) not less than two national newspapers in the United Kingdom;(2) two newswire services operating in the United Kingdom; and(3) a RIS for release as soon as it fact that a RIS is not open for business is not, in itself, sufficient groundsfor delaying the disclosure or distribution of inside information.

6 [deleted]DTR 1 : IntroductionSection : Suspension of Release 18l Apr 1 of trading[deleted][Note: section 122I of the Act]If trading of an issuer's financial instruments is suspended, the issuer, anypersons discharging managerial responsibilities and any connected personmust continue to comply with all applicable disclosure requirements.[deleted]Examples of when the fca may require the suspension of trading of afinancial instrument include:(1) if an issuer fails to make an announcement as required by the MarketAbuse Regulation within the applicable time-limits which the FCAconsiders could affect the interests of investors or affect the smoothoperation of the market; or(2) if there is or there may be a leak of inside information and the issueris unwilling or unable to issue an appropriate announcement requiredby article 17 of the Market Abuse Regulation within a reasonableperiod of decision-making procedures to be followed by the fca when it:(1) requires the suspension of trading of a financial instrument.

7 Or(2) refuses an application by an issuer to lift a suspension of trading of afinancial instrument;are set out in 1 : IntroductionSection : Fees and Release 18l Apr 1 and FEES 4 sets out the fees payable by an issuer to the fca .[deleted] (1) If the fca considers that an issuer, a person discharging managerialresponsibilities or a connected person has breached any of thedisclosure requirements it may, subject to the provisions of the Act,impose on that person a financial penalty or publish a statementcensuring that person.(2) If the fca considers that a former director was knowingly concernedin a breach by an issuer it may, subject to the provisions of the Act,impose on that person a financial 1 : IntroductionSection : Fees and sanctions1n Release 18l Apr 1/10 DTR 1 : IntroductionAnnex 21 The provisions outlined in DTR 1 Annex 2 in relation to fees are set outin FEES 4 Annex 8Rn Release 18l Apr 1 Annex 2/1 DTR 1 : IntroductionAnnex 21n Release 18l Apr 1 Annex 2/2 Disclosure Guidance and Transparency Rules sourcebookChapter 1 AIntroduction (Transparencyrules)n Release 18l Apr 1A/1 DTR 1A : IntroductionSection.

8 Application and purpose(Transparency rules)(Transparency rules) Release 18l Apr 1 and purpose(Transparency rules)Note: ESMA has also issued guidelines under article 16(3) of the ESMAR egulation covering Alternative Performance Measures , 5 October 2015(ESMA/2015/1415).The application of Chapters 4, 5 and 6 of DTR is set out at the beginning ofeach chapter and, where necessary, section.(1) Neither this chapter nor Chapters 4, 5 or 6 of DTR shall apply inrelation to an undertaking that falls within paragraph (2) or units ofsuch an undertaking that fall within paragraph (3). [Note: article ].(2) The exemption set out in paragraph (1) applies to an undertaking if itis a unit trust or investment company(a) the object of which is the collective investment of capitalprovided by the public, and which operates on the principle ofrisk spreading; and(b) the units of which are, at the request of the holder of such units,repurchased or redeemed, directly or indirectly, out of the assetsof that undertaking.

9 [Note: article (g) TD](3) Units of an undertaking that falls within paragraph (2) are securitiesissued by such an undertaking and representing the rights of theparticipants in such an undertaking. [Note: article (h) TD] original purpose of the transparency rules was to implement theTransparency Directive and to make other rules to ensure there is adequatetransparency of and access to information in the UK financial performing functions as competent relevant parts of HandbookNote: Other parts of the Handbook that may also be relevant to persons towhom the transparency rules apply include DEPP (Decision Procedure andPenalties Manual) and Chapter 9 of SUP (the Supervision manual).The following Regulatory Guides are also relevant:1.

10 The Enforcement Guide (EG)2. [intentionally blank]Note: A list of regulated markets can be found on the fca 1A : IntroductionSection : Modifying rules and consulting(Transparency rules)the Release 18l Apr 1 rules and consulting theFCAM odifying or dispensing with (1) the fca may dispense with, or modify, the transparency rules in suchcases and by reference to such circumstances as it considersappropriate (subject to the Act).(2) A dispensation or modification may be either unconditional or subjectto specified conditions.(3) If an issuer, or other person has applied for, or been granted, adispensation or modification, it must notify the fca immediately itbecomes aware of any matter which is material to the relevance orappropriateness of the dispensation or modification.