DTR 6.1 Information requirements for issuers of shares and debt securities

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 Home State is the United Kingdom.

2. (2)

   References to transferable securities, shares and debt securities are to such instruments as are admitted to trading.

1. (1)

   If an issuer of transferable securities proposes to amend its constitution it must communicate the draft amendment to:

   1. (a)

      the FSA; and

   2. (b)

      the regulated market on which its securities have been admitted to trading.

2. (2)

   The communication referred to in paragraph (1) must be effected without delay but at the latest on the date of calling the general meeting which is to vote on, or be informed of, the amendment.

   [Note: article 19(1) of the TD]

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]

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 Home State and that the integrity of data is preserved. [Note: articles 17(2) and 18(2) of the TD]

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]

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]

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 ]

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]

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]

An issuer of securities admitted to trading on a regulated market (other than an issuer which is a public international body of which at least one EEA State is a member) must disclose to the public without delay any new loan issues and in particular any guarantee or security in respect of such issues. [Note: article 16(3) of the TD]

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]

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]

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 ]

If only holders of debt securities whose denomination per unit amounts to at least 100,000 euros2 (or an equivalent amount) are to be invited to a meeting, the issuer may choose as a venue any EEA State, provided that all the facilities and information necessary to enable such holders to exercise their rights are made available in that EEA State. [Note: article 18(3) of the TD]

An issuer whose registered office is in a non-EEA State whose relevant laws are considered equivalent by the FSA is exempted from DTR 6.1.3 R to DTR 6.1.15 R .

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 R to DTR 6.1.15 R.

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

DTR 6.1.3 R to DTR 6.1.8 R and DTR 6.1.12 R to DTR 6.1.15 R 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.