1Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer whose transferable securities are admitted to trading.6

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 ten3 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 accounts6,the audited financial statements must comprise:

   1. (a)

      consolidated accounts prepared in accordance with UK-adopted IFRS6, and

   2. (b)

      accounts of the parent company prepared in accordance with the law of the United Kingdom6.

   [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 law of the United Kingdom6.

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

1. (1)

   The6 financial statements must be audited in accordance with Part 16 of the Companies Act 20066.

2. (2)

   [deleted]6

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 third country company6 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 6 of the Statutory Auditors and Third Country Auditors Regulations 2013 (SI 2013/1672)4; or2

   2. (b)

      eligible for appointment as a statutory auditor under section 1212 of the Companies Act 2006.6

      2
   3. (c)

      [deleted]6

      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.

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

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.

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

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 unless those events are:4

   1. (a)

      4reflected in the issuer’s profit and loss account or balance sheet; or

   2. (b)

      4disclosed in the notes to the issuer’s audited financial statements;

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 the United Kingdom provisions which implemented6 article 24(2) of Directive 2012/30/EU4;

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.

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

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.

5The annual financial report must be prepared using the single electronic reporting format specified in the TD ESEF Regulation7 as amended from time to time.

Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer whose shares or debt securities are admitted to trading.3

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 three1 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 ten1 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 as contained in UK-adopted IFRS3.

   [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 FCA 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: articles 2(3), 6(1)(j) and 17(1)(r) of the Accounting Directive2]

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: articles 2(3) and 17(1)(r) of the Accounting Directive2]

1. (1)

   If the half-yearly financial report has been audited or reviewed by auditors pursuant to the Financial Reporting Council 2guidance 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 Financial Reporting Council 2guidance 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 as contained in UK-adopted IFRS3; or

   2. (b)

      for UKissuers not using UK-adopted IFRS3, Financial Reporting Standard 104 : Interim Financial Reporting issued by the Financial Reporting Council2; or

   3. (c)

      for all other issuers not using UK-adopted IFRS3, 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.

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

1. (1)

   active in the extractive or logging of primary forest industries; and3

2. (2)

   whose transferable securities are admitted to trading.3

3. (3)

   [deleted]3

In this section references to an “issuer active in the extractive or logging of primary forest industries” are to an issuer which is:3

1. (1)

   a mining or quarrying undertaking3; or

2. (2)

   a logging undertaking3.

In this section “mining or quarrying undertaking”, “logging undertaking”, “payment” and “government” have the meanings given in regulation 2 of the Reports on Payments to Governments Regulations 2014 (SI 2014/3209). 3

An issuer must prepare a report annually on payments made to governments for each financial year.

[Note: article 6 of the TD]

The report on payments to governments must be made public at the latest six months after the end of each financial year.

[Note: article 6 of the TD]

An issuer must ensure that the report on payments to governments remains publicly available for at least ten years.

[Note: article 6 of the TD]

1. (1)

   [deleted]3

2. (2)

   Payments to governments must be reported at consolidated level.

[Note: article 6 of the TD]

1. (1)

   3The report on payments to governments must state the following information in relation to the relevant activities:

   1. (a)

      the government to which each payment has been made, including the country of that government;

   2. (b)

      the total amount of payments made to each government;

   3. (c)

      the total amount per type of payment made to each government; and

   4. (d)

      where those payments have been attributed to a specific project, the total amount per type of payment made for each such project and the total amount of payments for each such project.

2. (2)

   If an issuer is required to prepare consolidated accounts, the relevant activities referred to in (1) are those of:

   1. (a)

      the issuer; and

   2. (b)

      any subsidiary undertaking of the issuer.

3. (3)

   If an issuer is not required to prepare consolidated accounts, the relevant activities referred to in (1) are those of the issuer.

4. (4)

   Where the issuer, or, where applicable, any of its subsidiary undertakings, makes a payment that is not attributable to a specific project, that payment may be disclosed in the report without splitting or disaggregating the payment to allocate it to a specific project.

5. (5)

   A payment need not be taken into account in the report if:

   1. (a)

      it is a single payment of an amount less than £86,000; or

   2. (b)

      it forms part of a series of related payments within a financial year whose total amount is less than £86,000.

6. (6)

   Payments, activities and projects may not be artificially split or aggregated to avoid the application of this section.

7. (7)

   The disclosure of payments must reflect the substance, rather than the form, of each payment, relevant activity or project concerned.

8. (8)

   Where payments in kind are made to a government, the report must state the value of such payments in kind and, where applicable, the volume of those payments in kind, and the directors must provide supporting notes to explain how the value has been determined.

9. (9)

   In this rule “relevant activities”, “project” and “director” have the meanings given in regulation 2 of the Reports on Payments to Governments Regulations 2014 (SI 2014/3209)

1. (1)

   3Payments made by a subsidiary undertaking may be excluded from the report on payments to governments where:

   1. (a)

      severe long-term restrictions substantially hinder the exercise of the rights of the issuer over the assets or management of that subsidiary undertaking;

   2. (b)

      the information necessary for the preparation of the report cannot be obtained without disproportionate expense or undue delay; or

   3. (c)

      the shares of that undertaking are held exclusively with a view to subsequent resale.

2. (2)

   The issuer may only exclude payments by a subsidiary undertaking under (1) (a) to (c) where the subsidiary undertaking is excluded from the consolidated group accounts on the same basis.

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

[Note: article 7 of the TD]

1. (1)

   2The issuer must file the report on payments to governments with the FCA.

2. (2)

   The report in (1) must be filed by uploading it to the national storage mechanism4.

3. (3)

   A report filed under (2) must be in XML (extensible markup language) format and must use the XML data schema developed for the purposes of facilitating software filing to be used for the purpose of delivering a report on payments to governments dated 1 August 2016 and comprising:

   1. (a)

      the Extractive Report Schema Definition;

   2. (b)

      the ISO Country Code Schema; and

   3. (c)

      the ISO Currency Codes.

   The technical requirements in respect of the XML data schema are specified on the Primary Markets section of the FCA’s website at https://www.fca.org.uk/markets/primary-markets.4

The rules on annual financial reports (DTR 4.1) and 3 half-yearly financial reports (DTR 4.2) do not apply to:5

1. (1)

   a state;5

2. (2)

   a regional or local authority of a state5;

3. (3)

   a public international body of which at least one state6 is a member;5

4. (4)

   the European Central Bank;5

5. (5)

   the European Financial Stability Facility (EFSF) established by the EFSF Framework Agreement and any other mechanism established with the objective of preserving the financial stability of European monetary union by providing temporary financial assistance to the EEA States whose currency is the euro; and5

6. (6)

   6national central banks.5

[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 and3 half-yearly financial reports (DTR 4.2) 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 Regulation7.

[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 United Kingdom6 or by a regional or local authority of United Kingdom6, on a regulated market.

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

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

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

4An issuer whose registered office is in a third country6 is exempted from the rules on:

1. (1)

   annual financial reports in DTR 4.1 (other than DTR 4.1.7R (4) which continues to apply);

2. (2)

   half-yearly financial reports (DTR 4.2); and

3. (3)

   reports on payments to governments (DTR 4.3A);5

   if the law of the third country6 in question lays down equivalent requirements or the issuer complies with requirements of the law of a third country6 that the FCA considers as equivalent.5

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