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DTR 1.1 Application and purpose (Disclosure rules)2

[Note: ESMA has also issued guidelines under article 16(3) of the ESMA Regulation on enforcement of financial information http://www.esma.europa.eu/system/files/2014-807_-_final_report_on_esma_guidelines_on_enforcement_of_financial_information.pdf]

DTR 1.1.1 R RP

1The disclosure rules apply as follows:

  1. (1)

    DTR 1 and DTR 2 apply to an issuer whose financial instruments are admitted to trading on a regulated market in the United Kingdom or for which a request for admission to trading on a regulated market in the United Kingdom has been made;

  2. (2)

    DTR 3 applies to an issuer that is incorporated in the United Kingdom:

    1. (a)

      whose financial instruments are admitted to trading on a regulated market; or

    2. (b)

      for whose financial instruments a request for admission to trading on a regulated market in the United Kingdom has been made;

  3. (3)

    the following apply to person discharging managerial responsibility, including directors, and connected persons:

    1. (a)

      DTR 1.1 and DTR 1.2;

    2. (b)

      DTR 1.3.1 R - DTR 1.3.2 G and DTR 1.3.8 R;

    3. (c)

      DTR 1.4;

    4. (d)

      DTR 1.5.3 G; and

    5. (e)

      DTR 3; and

  4. (4)

    DTR 3 applies to a non-EEA stateissuer with the United Kingdom as its Home Member State.4

    4

Purpose

DTR 1.1.2 G RP

The purpose of the disclosure rules is to implement:

  1. (1)

    Article 6 of the Market Abuse Directive;

  2. (2)

    Articles 2 and 3 of Commission Directive 2003/124/EC; and

  3. (3)

    Articles 5 and 6 of Commission Directive 2004/72/EC.

FCA performing functions as competent authority

DTR 1.1.3 G RP

Other relevant parts of Handbook

Note: Other parts of the Handbook that may also be relevant to persons to whom

the disclosure rules apply include DEPP (Decision Procedure and Penalties Manual)3 and 3Chapter 9 of SUP (the Supervision manual).

The following Regulatory Guides are also relevant:3

1. The Enforcement Guide (EG)3

2. [intentionally blank]3

Note: A list of regulated markets can be found on the FCA website.

3 3

DTR 1.2 Modifying rules and consulting the FCA

Modifying or dispensing with rules

DTR 1.2.1 R

  1. (1)

    The FCA may dispense with, or modify, the disclosure rules in such cases and by reference to such circumstances as it considers appropriate (subject to the terms of directives and the Act).

  2. (2)

    A dispensation or modification may be either unconditional or subject to specified conditions.

  3. (3)

    If an issuer, person discharging managerial responsibilities or a connected person has applied for, or been granted, a dispensation or modification, it must notify the FCA immediately it becomes aware of any matter which is material to the relevance or appropriateness of the dispensation or modification.

  4. (4)

    The FCA may revoke or modify a dispensation or modification.

DTR 1.2.2 R

  1. (1)

    An application to the FCA to dispense with or modify, a disclosure rule must be in writing.

  2. (2)

    The application must:

    1. (a)

      contain a clear explanation of why the dispensation or modification is requested;

    2. (b)

      include details of any special requirements, for example, the date by which the dispensation or modification is required;

    3. (c)

      contain all relevant information that should reasonably be brought to the FCA's attention;

    4. (d)

      contain any statement or information that is required by the disclosure rule to be included for a specific type of dispensation or modification; and

    5. (e)

      include copies of all documents relevant to the application.

DTR 1.2.3 G

An application to dispense with or modify a disclosure rule should ordinarily be made at least five business days before the proposed dispensation or modification is to take effect.

Early consultation with FCA

DTR 1.2.4 G RP

An issuer, person discharging managerial responsibilities or connected person should consult with the FCA at the earliest possible stage if they:

  1. (1)

    are in doubt about how the disclosure rules apply in a particular situation; or

  2. (2)

    consider that it may be necessary for the FCA to dispense with or modify a disclosure rule.

DTR 1.2.5 G RP

1Where a disclosure rule refers to consultation with the FCA, submissions should be made in writing other than in circumstances of exceptional urgency.

Address for correspondence

Note: The FCA's address for correspondence in relation to the disclosure rules is:

Primary Market Monitoring

Markets Division

The Financial Conduct Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

DTR 1.3 Information gathering and publication

Information gathering

DTR 1.3.1 R

An issuer, person discharging managerial responsibilities or connected person must provide to the FCA as soon as possible following a request:

  1. (1)

    any information that the FCA considers appropriate to protect investors or ensure the smooth operation of the market; and

  2. (2)

    any other information or explanation that the FCA may require to verify whether the disclosure rules are being and have been complied with.

DTR 1.3.2 G RP

In gathering information under DTR 1.3.1 R, the FCA may contact the issuer, person discharging managerial responsibilities, connected person or their adviser directly. Telephone calls to and from the FCA may be recorded for regulatory purposes. The FCA may also require the issuer, person discharging managerial responsibilities, connected person or their advisers to provide information in writing.

FCA may require the publication of information

DTR 1.3.3 R

  1. (1)

    The FCA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market.

  2. (2)

    If an issuer fails to comply with a requirement under paragraph (1) the FCA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published).

Misleading information not to be published

DTR 1.3.4 R

An issuer must take all reasonable care to ensure that any information it notifies to a RIS is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.

DTR 1.3.5 R

An issuer must not combine, in a manner likely to be misleading, a RIS announcement with the marketing of its activities. [Note: Article 2(1) 2003/124/EC]

Notification when a RIS is not open for business

DTR 1.3.6 R RP

If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it must distribute the information as soon as possible to:

  1. (1)

    not less than two national newspapers in the United Kingdom;

  2. (2)

    two newswire services operating in the United Kingdom; and

  3. (3)

    a RIS for release as soon as it opens.

DTR 1.3.7 G RP

The fact that a RIS is not open for business is not, in itself, sufficient grounds for delaying the disclosure or distribution of inside information.

English language

DTR 1.3.8 R

A notification to a RIS that is required under the disclosure rules must be in English.

DTR 1.4 Suspension of trading

DTR 1.4.1 R

The FCA may require the suspension of trading of a financial instrument with effect from such time as it may determine if there are reasonable grounds to suspect non-compliance with the disclosure rules.

DTR 1.4.2 R RP

If trading of an issuer's financial instruments is suspended, the issuer, any persons discharging managerial responsibilities and any connected person must continue to comply with all applicable disclosure rules.

DTR 1.4.3 R

If the FCA has required the suspension of trading of any financial instruments, it may impose such conditions on the procedure for lifting the suspension as it considers appropriate.

DTR 1.4.4 G RP

Examples of when the FCA may require the suspension of trading of a financial instrument include:

  1. (1)

    if an issuer fails to make a RIS announcement as required by the disclosure rules within the applicable time-limits which the FCA considers could affect the interests of investors or affect the smooth operation of the market; or

  2. (2)

    if there is or there may be a leak of inside information and the issuer is unwilling or unable to issue an appropriate RIS announcement within a reasonable period of time.

DTR 1.4.5 G RP

The decision-making procedures to be followed by the FCA when it:

  1. (1)

    requires the suspension of trading of a financial instrument; or

  2. (2)

    refuses an application by an issuer to lift a suspension made under section 96C;

are set out in DEPP1.

1

DTR 1.5 Fees, market abuse safe harbours and sanctions

Fees

DTR 1.5.1 G RP

FEES 4 sets out the fees payable by an issuer to the FCA.1

1

Market abuse safe harbours

DTR 1.5.2 R

Pursuant to section 118A(5) of the Act, behaviour conforming with the disclosure rules specified below does not amount to market abuse under section 118(1) of the Act:

  1. (1)

    DTR 1.3.4 R (Misleading information not to be published);

  2. (2)

    DTR 1.3.6 R (Notification when a RIS is not open for business);

  3. (3)

    DTR 2.2.1 R (Requirement to disclose inside information); and

  4. (4)

    DTR 2.5.1 R (Delaying disclosure).

Sanctions

DTR 1.5.3 G RP

  1. (1)

    If the FCA considers that an issuer, a person discharging managerial responsibilities or a connected person has breached any of the disclosure rules it may, subject to the provisions of the Act, impose on that person a financial penalty or publish a statement censuring that person.

  2. (2)

    If the FCA considers that a former director was knowingly concerned in a breach by an issuer it may, subject to the provisions of the Act, impose on that person a financial penalty.