1Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer:

1. (1)

   whose transferable securities are admitted to trading; and

2. (2)

   whose Home State is the United Kingdom.

An issuer must make public its annual financial report at the latest four months after the end of each financial year.

[Note: article 4(1) of the TD]

An issuer must ensure that its annual financial report remains publicly available for at least five years.

[Note: article 4(1) of the TD]

The annual financial report must include:

1. (1)

   the audited financial statements;

2. (2)

   a management report; and

3. (3)

   responsibility statements.

[Note: article 4(2) of the TD]

1. (1)

   If an issuer is required to prepare consolidated accounts according to the Seventh Council Directive 83/349/EEC, the audited financial statements must comprise:

   1. (a)

      consolidated accounts prepared in accordance with IFRS, and

   2. (b)

      accounts of the parent company prepared in accordance with the national law of the EEA State in which the parent company is incorporated.

   [Note: article 4(3) of the TD]

2. (2)

   If an issuer is not required to prepare consolidated accounts, the audited financial statements must comprise accounts prepared in accordance with the national law of the EEA State in which the issuer is incorporated.

   [Note: article 4(3) of the TD]

1. (1)

   If an issuer is required to prepare consolidated accounts, the financial statements must be audited in accordance with Article 37 of the Seventh Council Directive 83/349/EEC.

2. (2)

   If an issuer is not required to prepare consolidated accounts the financial statements must be audited in accordance with Articles 51 and 51a of the Fourth Council Directive 78/660/EEC.

3. (3)

   The audit report, signed by the person or persons responsible for auditing the financial statements must be disclosed in full to the public together with the annual financial report.

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

1. (4)

   An issuer which is a UK-traded non-EEA company within the meaning of section 1241 of the Companies Act 2006 must ensure that the person who provides the audit report is:2

   1. (a)

      on the register of third country auditors kept for the purposes of regulation 34 of the Statutory Auditors and Third Country Audit Regulations 2007 (SI 2007/3494); or2

   2. (b)

      eligible for appointment as a statutory auditor under section 1212 of the Companies Act 2006; or2

   3. (c)

      an EEA auditor within the meaning of section 1261 of the Companies Act 2006.2

The management report must contain:

1. (1)

   a fair review of the issuer's business; and

2. (2)

   a description of the principal risks and uncertainties facing the issuer.

The review required by DTR 4.1.8 R must:

1. (1)

   be a balanced and comprehensive analysis of:

   1. (a)

      the development and performance of the issuer's business during the financial year; and

   2. (b)

      the position of the issuer's business at the end of that year,

   consistent with the size and complexity of the business;

2. (2)

   include, to the extent necessary for an understanding of the development, performance or position of the issuer's business:

   1. (a)

      analysis using financial key performance indicators; and

   2. (b)

      where appropriate, analysis using other key performance indicators including information relating to environmental matters and employee matters; and

3. (3)

   include references to, and additional explanations of, amounts included in the issuer's annual financial statements, where appropriate.

The management report required by DTR 4.1.8 R must also give an indication of:

1. (1)

   any important events that have occurred since the end of the financial

   year;

2. (2)

   the issuer's likely future development;

3. (3)

   activities in the field of research and development;

4. (4)

   the information concerning acquisitions of own shares prescribed by Article 22 (2) of Directive 77/91/EEC;

5. (5)

   the existence of branches of the issuer; and

6. (6)

   in relation to the issuer's use of financial instruments and where material for the assessment of its assets, liabilities, financial position and profit or loss:

   1. (a)

      the issuer's financial risk management objectives and policies, including its policy for hedging each major type of forecasted transaction for which hedge accounting is used, and

   2. (b)

      the issuer's exposure to price risk, credit risk, liquidity risk and cash flow risk.

1. (1)

   Responsibility statements must be made by the persons responsible within the issuer.

2. (2)

   The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.

3. (3)

   For each person making a responsibility statement, the statement must set out that to the best of his or her knowledge:

   1. (a)

      the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer and the undertakings included in the consolidation taken as a whole; and

   2. (b)

      the management report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

[Note: article 4(2)(c) of the TD]

The issuer is responsible for all information drawn up and made public in accordance with this section.

Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer:

1. (1)

   whose shares or debt securities are admitted to trading; and

2. (2)

   whose Home State is the United Kingdom.

1. (1)

   An issuer must make public a half-yearly financial report covering the first six months of the financial year.

2. (2)

   The half-yearly financial report must be made public as soon as possible, but no later than two months, after the end of the period to which the report relates.

3. (3)

   An issuer must ensure that the half-yearly financial report remains available to the public for at least five years.

[Note: article 5(1) of the TD]

The half-yearly financial report must include:

1. (1)

   a condensed set of financial statements;

2. (2)

   an interim management report; and

3. (3)

   responsibility statements.

[Note: article 5(2) of the TD]

1. (1)

   If an issuer is required to prepare consolidated accounts, the condensed set of financial statements must be prepared in accordance with IAS 34.

   [Note: article 5(3) of the TD]

2. (2)

   If an issuer is not required to prepare consolidated accounts, the condensed set of financial statements must contain, as a minimum the following:

   1. (a)

      a condensed balance sheet;

   2. (b)

      a condensed profit and loss account; and

   3. (c)

      explanatory notes on these accounts.

   [Note: article 5(3) of the TD]

1. (1)

   This rule applies to an issuer that is not required to prepare consolidated accounts.

2. (2)

   In preparing the condensed balance sheet and the condensed profit and loss account an issuer must follow the same principles for recognising and measuring as when preparing annual financial reports.

   [Note: article 5(3) of the TD]

3. (3)

   The balance sheet and the profit and loss account must show each of the headings and subtotals included in the most recent annual financial statements of the issuer. Additional line items must be included if, as a result of their omission, the half-yearly financial statements would give a misleading view of the assets, liabilities, financial position and profit or loss of the issuer.

   [Note: article 3(2) of the TD implementing Directive]

4. (4)

   The half-yearly financial information must include comparative information presented as follows:

   1. (a)

      balance sheet as at the end of the first six months of the current financial year and comparative balance sheet as at the end of the immediate preceding financial year; and

   2. (b)

      profit and loss account for the first six months of the current financial year with, from two years after 20 January 2007, comparative information for the comparable period for the preceding financial year.

   [Note: article 3(2) of the TD implementing Directive]

5. (5)

   The explanatory notes must include the following:

   1. (a)

      sufficient information to ensure the comparability of the condensed half-yearly financial statements with the annual financial statements; and

   2. (b)

      sufficient information and explanations to ensure a users proper understanding of any material changes in amounts and of any developments in the half-year period concerned, which are reflected in the balance sheet and the profit and loss account.

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

The accounting policies and presentation applied to half-yearly figures must be consistent with those applied in the latest published annual accounts except where:

1. (1)

   the accounting policies and presentation are to be changed in the subsequent annual financial statements, in which case the new accounting policies and presentation should be followed and the changes and the reasons for the changes should be disclosed in the half-yearly report; or

2. (2)

   the FSA otherwise agrees.

The interim management report must include at least:

1. (1)

   an indication of important events that have occurred during the first six months of the financial year, and their impact on the condensed set of financial statements, and

2. (2)

   a description of the principal risks and uncertainties for the remaining six months of the financial year.

[Note: article 5(4) of the TD]

1. (1)

   In addition to the requirement set out in DTR 4.2.7 R, an issuer of shares must disclose in the interim management report the following information, as a minimum:

   1. (a)

      related parties transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or the performance of the enterprise during that period; and

   2. (b)

      any changes in the related parties transactions described in the last annual report that could have a material effect on the financial position or performance of the enterprise in the first six months of the current financial year.

2. (2)

   If an issuer of shares is not required to prepare consolidated accounts, it must disclose, as a minimum, any transactions which have been entered into with related parties by the issuer, including the amount of such transactions, the nature of the related party relationship and other information about the transactions necessary for an understanding of the financial position of the issuer, if such transactions are material and have not been concluded under normal market conditions.

   [Note: Article 43(1)(7b) of Directive 78/660/EC]

3. (3)

   In relation to transactions described in paragraph (2) information about such transactions may be aggregated according to their nature except where separate information is necessary for an understanding of the effects of related party transactions on the financial position of the issuer.

   [Note: Article 43(1)(7b) of Directive 78/660/EC]

1. (1)

   If the half-yearly financial report has been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information, the audit report or review report must be reproduced in full.

2. (2)

   If the half-yearly financial report has not been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information, an issuer must make a statement to this effect in its report.

[Note: article 5(5) of the TD]

1. (1)

   Responsibility statements must be made by the persons responsible within the issuer.

   [Note: article 5(2)(c) of the TD]

2. (2)

   The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.

   [Note: article 5(2)(c) of the TD]

3. (3)

   For each person making a responsibility statement, the statement must confirm that to the best of his or her knowledge:

   1. (a)

      the condensed set of financial statements, which has been prepared in accordance with the applicable set of accounting standards, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer, or the undertakings included in the consolidation as a whole as required by DTR 4.2.4 R;

   2. (b)

      the interim management report includes a fair review of the information required by DTR 4.2.7 R; and

   3. (c)

      the interim management report includes a fair review of the information required by DTR 4.2.8 R, in the case of an issuer of shares.

[Note: article 5(2)(c) of the TD]

1. (4)

   A person making a responsibility statement will satisfy the requirement in (3) (a) above to confirm that the condensed set of financial statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer (or the undertakings included in the consolidation as a whole) by including a statement that the condensed set of financial statements have been prepared in accordance with:

   1. (a)

      IAS 34; or

   2. (b)

      for UKissuers not using IFRS, pronouncements on interim reporting issued by the Accounting Standards Board; or

   3. (c)

      for all other issuers not using IFRS, a national accounting standard relating to interim reporting,

   provided always that a person making such a statement has reasonable grounds to be satisfied that the condensed set of financial statements prepared in accordance with such a standard is not misleading.

The issuer is responsible for all information drawn up and made public in accordance with this section.

Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer:

1. (1)

   whose shares are admitted to trading; and

2. (2)

   whose Home State is the United Kingdom.

An issuer must make public a statement by its management during the first six-month period of the financial year and another statement by its management during the second six month period of the financial year.

[Note: article 6(1) of the TD]

The statement required by DTR 4.3.2 R must be made in a period between ten weeks after the beginning, and six weeks before, the end of the relevant six-month period.

[Note: article 6(1) of the TD]

The interim management statement must contain information that covers the period between the beginning of the relevant six-month period and the date of publication of the statement.

[Note: article 6(1) of the TD]

The interim management statement must provide:

1. (1)

   an explanation of material events and transactions that have taken place during the relevant period and their impact on the financial position of the issuer and its controlled undertakings, and

2. (2)

   a general description of the financial position and performance of the issuer and its controlled undertakings during the relevant period.

[Note: article 6(1) of the TD]

An issuer which publishes quarterly financial reports:

1. (1)

   in accordance with national legislation; or

2. (2)

   in accordance with the rules of the regulated market; or

3. (3)

   of its own initiative,

will be taken as satisfying the requirement to make public the statements required by DTR 4.3.2 R.

[Note: article 6(2) of the TD]

The rules on annual financial reports (DTR 4.1), half-yearly financial reports (DTR 4.2)and interim management statements (DTR 4.3) do not apply to a state, a regional or local authority of a state, a public international body of which areleast one EEA State is a member, the ECB and EEA States' national central banks.

[Note: article 8(1)(a) of the TD]

The rules on annual financial reports in DTR 4.1 (including DTR 4.1.7R (4)1, half-yearly financial reports (DTR 4.2)and interim management statements (DTR 4.3 do not apply to an issuer that issues exclusively debt securitiesadmitted to trading the denomination per unit of which is at least 100,000 euros2 (or an equivalent amount).

[Note: article 8(1)(b) of the TD and article 45(1) of the Audit Directive]1

The rules on half-yearly financial reports (DTR 4.2) do not apply to a credit institution whose shares are not admitted to trading and which has, in a continuous or repeated manner, only issued debt securities provided that:

1. (1)

   the total nominal amount of all such debt securities remains below 100,000,000 Euros; and

2. (2)

   the credit institution has not published a prospectus in accordance with the prospectus directive.

[Note: article 8(2) of the TD]

The rules on half-yearly financial reports do not apply to an issuer already existing on 31 December 2003 which exclusively issue debt securities unconditionally and irrevocably guaranteed by the issuer'sHome Member State or by a regional or local authority of that state, on a regulated market.

[Note: article 8(3) of the TD]

The rules on half-yearly financial reports (DTR 4.2)and Interim management statements (DTR 4.3) do not apply to an issuer of transferable securities convertible into shares.

The rules on interim management statements (DTR 4.3) do not apply to an issuer of preference shares.

The rules on half-yearly financial reports (DTR 4.2)and interim management statements (DTR 4.3) do not apply to an issuer of depository receipts.

An issuer whose registered office is in a non-EEA State whose relevant laws are considered equivalent by the FSA is exempted from the rules on annual financial reports in DTR 4.1 (other than DTR 4.1.7R (4) which continues to apply),1 half-yearly financial reports (DTR 4.2) and interim management statements (DTR 4.3).