You are viewing the version of the document as on 2021-03-26.
This chapter applies to a primary information provider and a person that is applying for approval as a primary information provider.
The FCA will maintain a list of primary information providers on its website.
A person wishing to be included on the list of primary information providers, must apply to the FCA for approval as a primary information provider by submitting the following to the FCA:
the name, registered office address, registered number and the names and addresses of the directors and company secretary of the person applying for approval and, where applicable, the corporate group to which the person belongs;
details of all the arrangements that it has established or it intends to establish with media operators in the United Kingdom1for the dissemination of regulated information;
names, addresses, dates of birth and, where applicable, national insurance numbers, of its senior management;
details of the fees it proposes to charge persons in relation to the dissemination of regulated information;
a report by a reporting accountant qualified to act as an auditor confirming that in their opinion the person applying for approval as a primary information provider will be capable of satisfying the continuing obligations set out in DTR 8.4; and
the application fee set out in FEES 3.
The report provided under DTR 8.2.1R (5) should state:
the opinion of the reporting accountant qualified to act as auditor as to the matters set out in DTR 8.4;
the significant areas tested in reaching that opinion; and
a summary of the work undertaken to address these areas and reach that opinion.
A person wishing to be included on the list of primary information providers must also submit to the FCA:
all additional documents, explanations and information that the FCA may reasonably require to decide whether to grant an application for approval as a primary information provider; and
verification of any documents, explanations and information provided to the FCA in such a manner as the FCA may reasonably require under (1).
When considering an application for approval as a primary information provider the FCA may carry out any enquiries and request any further information which it considers appropriate, including consulting other regulators.
[Note: The decision-making procedures that the FCA will follow when it considers whether to refuse an application for approval as a primary information provider are set out in DEPP.]
Approval as a primary information provider becomes effective when the person is informed in writing by the FCA. The FCA will as soon as possible add the name of the person who has been approved as a primary information provider to the list of primary information providers.
The FCA may impose restrictions or limitations on the services a primary information provider may provide at the time of granting a primary information provider's approval.
[Note: A statutory notice may be required under section 89P of the Act. Where this is the case, the procedure for giving a statutory notice is set out in DEPP.]
The FCA will approve a person as a primary information provider only if it is satisfied that the person will be able to:
disseminate regulated information in a manner ensuring fast access to regulated information on a non-discriminatory basis; and
satisfy the continuing obligations set out in DTR 8.4.
In determining whether a person applying for approval as a primary information provider satisfies the requirements in DTR 8.3.1 R, the FCA will consider, amongst other things, the report of the reporting accountant provided under DTR 8.2.1R (5).
A primary information provider must establish and maintain adequate arrangements with media operators in the United Kingdom3for the dissemination of regulated information.
The purpose of DTR 8.4.1 R is to ensure that a primary information provider can disseminate regulated information to as wide a public as possible, as close to simultaneously as possible, in the United Kingdom3. In considering whether a primary information provider has satisfied the requirements in DTR 8.4.1 R, the FCA will consider the number and nature of arrangements that the primary information provider has with media operators.
Unless the regulated information is embargoed by the person who submitted it or by the FCA, a primary information provider must disseminate all regulated information that it receives as soon as possible.
In assessing compliance with DTR 8.4.3 R, the FCA will have regard to whether the primary information provider has disseminated at least 95% of all regulated information which did not require reformatting within 5 minutes of receipt.
A primary information provider must prioritise the order of dissemination of pending regulated information according to the headline information, except that a primary information provider must prioritise the dissemination of regulated information that is submitted by the FCA if the FCA requests it.
A primary information provider must set out clearly:
the services it provides in relation to the dissemination of regulated information; and
the fees it charges for the provision of those services.
A primary information provider must not charge a regulatory body listed in DTR 8 Annex 1 for the dissemination of regulated information.
A primary information provider must:
disseminate regulated information at least between the hours of 7:00 am and 6:30 pm on any business day;
be able to receive regulated information at all times;
provide service support at least between the hours of 7.00 am and 6.30 pm on any business day to:
any person who has requested the dissemination of regulated information; and
any media operator with whom the primary information provider has an arrangement for the dissemination of regulated information; and
have staff available to assist the FCA exercise its functions in relation to the dissemination of regulated information by the primary information provider at least between the hours of 7.00 am and 6.30 pm on any business day.
A primary information provider must ensure that if circumstances arise which prevent it from disseminating and continuously receiving regulated information, it has adequate arrangements in place to ensure that it can continue to satisfy its obligations as a primary information provider with minimal disruption.
In considering whether a primary information provider satisfies the requirements of DTR 8.4.9 R, the FCA will consider, among other things, whether the primary information provider has arrangements in place for an alternative primary information provider to receive and disseminate regulated information on its behalf.
A primary information provider must:
ensure that regulated information is handled securely; and
provide persons wishing to disseminate regulated information with a secure means of communicating regulated information to the primary information provider.
A primary information provider must have arrangements in place to prevent the misuse of regulated information by any of its staff.
A primary information provider must not make substantive changes to the regulated information it receives, unless requested by the issuer or other organisation who submitted the regulated information for dissemination.
In determining whether a primary information provider has satisfied the requirement in DTR 8.4.13 R, the FCA will consider whether the changes made by the primary information provider would be likely to affect the import of the regulated information.
A primary information provider must record the following information for each announcement of regulated information it disseminates:
the name of any person who communicates regulated information on behalf of an issuer or other organisation to the primary information provider;
the name of the issuer or organisation on whose behalf the regulated information is communicated;
the security validation details of the issuer or organisation;
the date and time the regulated information is received by the primary information provider;
details of the form in which the regulated information is received by the primary information provider;
if applicable, details of any embargo placed by the issuer, organisation or the FCA on the regulated information;
details of all persons who are authorised by the primary information provider to have access to the regulated information;
if applicable, details of, and reasons for, any substantive change made to the regulated information in accordance with DTR 8.4.13 R; and
the date and time the primary information provider disseminates the regulated information to the media operator.
A primary information provider must retain the records required under DTR 8.4.15 R for 3 years.
Records must be capable of timely retrieval.
A primary information provider that has had its approval cancelled must continue to comply with its record keeping obligations in DTR 8.4.16 R to DTR 8.4.17 R.
A primary information provider must ensure that there is certainty about the:
identity of any person who submits regulated information on behalf of an issuer or organisation to the primary information provider;
authority of the person to submit the regulated information on behalf of the issuer or organisation; and
identity of the issuer or organisation on whose behalf the regulated information is submitted.
A primary information provider must ensure that there is no significant risk of corruption of regulated information during its submission, handling and dissemination.
A primary information provider must disseminate regulated information that has been submitted by:
an issuer; or
any regulatory body listed in DTR 8 Annex 1; or
any other person required to submit regulated information.
A primary information provider must disseminate regulated information to any media operator with whom it has an arrangement in place for the dissemination of regulated information in:
unedited full text as submitted to the primary information provider; and
an industry standard format.
Regulated information disseminated to a media operator by a primary information provider must contain the following:
identification of the information as regulated information which has been disseminated by a primary information provider;
the unique identification number for the item of regulated information;
the sequence number of the regulated information;
a clear indication of the start of the regulated information;
the name of the issuer or organisation concerned;
the FCA short name of the issuer or organisation concerned;
the headline information relevant to the regulated information;
a headline capturing the subject matter of the regulated information;
the time and date the regulated information was submitted to the primary information provider;
the time and date the regulated information was disseminated by the primary information provider; and
a clear indication of the end of the regulated information.
A primary information provider must add the appropriate headline information to regulated information it disseminates.
DTR 8.4.24 R does not apply when a primary information provider disseminates information it has received from a recognised investment exchange.
A primary information provider must ensure that all regulated information it receives is disseminated successfully to all media operators with whom it has arrangements for the dissemination of regulated information.
If a primary information provider becomes aware that the dissemination of regulated information has failed, it must remedy the failure as soon as possible.
If requested by the person who has submitted the regulated information for dissemination, a primary information provider must place an embargo on the regulated information for release at the date and time specified by the person who submitted the regulated information.
If requested by the FCA, a primary information provider must:
place an embargo on regulated information; or
cancel any embargo placed on regulated information by the person that has submitted the regulated information and disseminate the regulated information; or
cancel any embargo placed on regulated information by the FCA and disseminate the regulated information.
A primary information provider must supply free of charge all regulated information that it disseminates, exclusive of all other information, to the FCA or an agent appointed by the FCA to act on its behalf.
A primary information provider must have effective systems and controls in place to ensure that it can comply with its continuing obligations in DTR 8.4.1 R to DTR 8.4.30 R.
In considering whether a primary information provider satisfies the requirements of DTR 8.4.31 R, the FCA will consider, among other things, whether the primary information provider has in place appropriate measures to identify new and emerging risks which would be likely to prevent its compliance with DTR 8.4.11 R, DTR 8.4.19 R or DTR 8.4.20 R.
A primary information provider must at all times:
A primary information provider must notify the FCA immediately if:
there is any change to the names and contact details of staff who are available to assist the FCA exercise its functions in relation to the dissemination of regulated information by the primary information provider; or
any contractual arrangement between the primary information provider and a media operator regarding the dissemination of regulated information is terminated; or
any changes are proposed to the fees the primary information provider charges in relation to the dissemination of regulated information; or
it becomes aware of any matter which in its reasonable opinion would be likely to affect its ability to satisfy its obligations in DTR 8.4.
If a primary information provider learns of a breach of its security it must:
A primary information provider must notify the FCA and its clients as soon as possible if its ability to disseminate or continuously receive regulated information is disrupted.
If a primary information provider has its approval cancelled it must immediately notify its clients, regulatory bodies and any media operator with whom it has an arrangement for the dissemination of regulated information that it is no longer approved as a primary information provider.
A primary information provider must pay the annual fee set out in FEES 4 in order to remain on the list of primary information providers.
A primary information provider must submit to the FCA an annual report prepared by a reporting accountant qualified to act as auditor which states that the primary information provider has satisfied its continuing obligations in DTR 8.4 in the preceding 12 months.
The annual report provided under DTR 8.5.1 R should state:
the opinion of the reporting accountant qualified to act as auditor as to the matters set out in DTR 8.5.1 R;
the significant areas tested in reaching that opinion; and
a summary of the work undertaken to address these areas and reach that opinion.
The annual report must be sent to the FCA within 3 months of the anniversary of the date of the primary information provider's approval as a primary information provider.
The FCA may require a primary information provider to provide specified information or specified documents to the FCA.
The primary information provider must as soon as practicable provide to the FCA any information or documents it has been required to provide under (1).
This rule applies only to information or documents reasonably required by the FCA in connection with the performance of its functions in relation to a primary information provider.
The FCA may impose restrictions or limitations on the services a primary information provider can provide at any time following the grant of a primary information provider's approval.
Situations when the FCA may impose restrictions or limitations on the services a primary information provider can provide include (but are not limited to) where it appears to the FCA that:
the primary information provider's ability to satisfy its obligations in DTR 8.4 would be likely to be compromised; or
the primary information provider is proposing to make changes to its systems and controls or operations which would be likely to prevent it from satisfying any of its obligations in DTR 8.4; or
the primary information provider is proposing to make changes to the services offered or fees charged which would be likely to prevent it from satisfying its obligation in DTR 8.3.1R (1).
[Note: A statutory notice may be required under section 89P of the Act. Where this is the case, the procedure for giving a statutory notice is set out in DEPP.]
The decision-making procedures that the FCA will follow when it uses its disciplinary powers in relation to a primary information provider are set out in DEPP.
A request by a primary information provider for its approval as a primary information provider to be suspended must be in writing and must include:
the primary information provider's name;
a clear explanation of the background and reasons for the request;
the date on which the primary information provider requests the suspension to take effect; and
the name and contact details of the person at the primary information provider with whom the FCA should liaise in relation to the request.
A primary information provider may withdraw its request at any time before the suspension takes effect.
A request by a primary information provider for its approval as a primary information provider to be cancelled must be in writing and must include:
the primary information provider's name;
a clear explanation of the background and reasons for the request;
the date on which the primary information provider requests the cancellation to take effect; and
the name and contact details of the person at the primary information provider with whom the FCA should liaise in relation to the request.
A primary information provider may withdraw its request at any time before the cancellation takes effect.
The FCA may impose restrictions or limitations on the services a primary information provider can provide or suspend a primary information provider's approval if the FCA considers it desirable to do so in order to advance one or more of its operational objectives.
[Note: A statutory notice may be required under section 89V of the Act. Where this is the case, the procedure for giving a statutory notice is set out in DEPP.]
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(1) |
the Financial Conduct Authority |
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(2) |
the Panel on Takeovers and Mergers |
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(3) |
the Competition and Markets Authority1 1 |
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(4) |
the Civil Aviation Authority |
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(5) |
the Department for Business, Innovation and Skills |
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(6) |
the Environment Agency |
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(7) |
the Gambling Commission |
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(8) |
the Prudential Regulation Authority |
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(9) |
the Office of the Gas and Electricity Markets |
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(10) |
the Office of the Rail Regulator |
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(11) |
the National Lottery Commission |
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(12) |
the Water Services Regulation Authority |
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(13) |
the Office of Communications |
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(14) |
[deleted]1 1 |
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(15) |
the Financial Reporting Review Panel |
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(16) |
the House of Commons Department of Chamber and Committee Services |
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Headline code |
Headline Category |
Description |
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Urgent priority |
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SUS |
Temporary Suspension |
Submitted to indicate that a security has been temporarily suspended from the Official List |
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SRS |
Statement re. Suspension |
Statement regarding the suspension of listing/trading of a company’s listed securities |
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REN |
Restoration of Listing |
Submitted to indicate that a security has been restored to3 the Official List |
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NOT |
Official List Notice (UKLA use only)3 |
Submitted to indicate that a security has been admitted to/cancelled from the Official List |
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3LIS |
Initial admission to the Official List |
Statement regarding the initial admission of securities to the Official List |
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MSCU3 |
Miscellaneous – Urgent Priority3 |
Miscellaneous urgent priority announcements |
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High priority |
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QRF |
1st Quarter Results |
First quarter financial results |
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QRT |
3rd Quarter Results |
Third quarter and nine months financial results |
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ACQ |
Acquisition |
Statement regarding an acquisition of a company or assets |
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AGM |
AGM Statement |
Statement made at a company’s AGM |
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ACS |
Annual Financial Report |
Publication of a company’s annual financial report |
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CAR |
Capital Reorganisation |
Notification of the restructuring of a company’s existing share capital |
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CON |
Conversion of Securities |
Notification of the details of a conversion of securities (e.g. warrants/convertible loan stock) |
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TAB |
Disclosure Table (POTAM use only)3 |
Notification of companies currently in offer period |
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DIS |
Disposal |
Statement regarding the disposal of a company or assets |
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DRL |
Drilling/Production3 Report |
Report given by mineral, oil and natural gas companies |
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GMS3 |
GM3 Statement |
Statement made at a company’s general meeting, other than at an AGM3 |
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FR |
Final Results |
Announcement of full year/4th quarter financial results |
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FEE |
Form 8 (OPD) [Insert name of offeree or offeror] |
Opening position disclosure by a party to an offer |
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FEO |
Form 8.5 (EPT/NON-RI) |
Opening position disclosure/dealing disclosure by an exempt principal trader without recognised intermediary (“RI”) status or where RI status is not applicable |
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FER |
Form 8.5 (EPT/RI) |
Dealing disclosure by an exempt principal trader with recognised intermediary (“RI”) status dealing in a client-serving capacity |
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FUR |
Further re (insert appropriate text) |
Announcement made following an initial, related announcement |
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IR |
Half-year Report |
Announcement of half-year/second quarter financial results1 |
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IOD |
Issue of Debt |
Notification of an issue of debentures, debenture or loan stock, bonds and notes, whether secured or unsecured |
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IOE |
Issue of Equity |
Notification of an issue of equity shares e.g. offer for subscription/offer for sale/rights issue |
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LOI |
Letter of Intent Signed |
Statement regarding a letter of intent, memorandum of understanding or heads of terms3 signed between entities |
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MER |
Merger Update(CMA use only)3 |
Statement regarding a3 decision by the Competition and Markets Authority (CMA) to refer3 a takeover/merger to a CMA Inquiry Group3 |
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OFB |
Offer by [add offeror’s name] |
Statement giving details of an offer announced by the offeree |
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OFF |
Offer for [add offeree’s name] |
Statement giving details of an offer announced by the offeror |
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OLA |
Offer Lapsed |
Statement declaring that the required acceptances for an offer to be successful have not been obtained and that the offer has lapsed |
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ORE |
Offer Rejection |
Statement that an offer has been rejected |
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OTT |
Offer Talks Terminated |
Statement that a company’s offer discussions have been terminated without an offer being made |
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OUP |
Offer Update |
Statement giving an update on an offer e.g. offer acceptances/offer extension/offer becoming wholly unconditional |
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PNM |
Prior Notice of Merger (CMA use only)3 |
Statement by the Competition and Markets Authority (CMA)3 regarding a proposed merger3 |
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PRL |
Product Launch |
Statement regarding the launch of a new product by a company |
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AGR |
3Agreement |
Statement regarding an agreement3 between entities |
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ALL3 |
3Alliance |
Statement regarding an alliance or collaboration3 between entities |
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CNT |
3Contract |
Statement regarding a contract entered into/awarded3 |
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JVE |
3Joint Venture |
Statement regarding a joint venture between entities |
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RAP |
Regulatory Application |
Application by a company to a regulatory body for a product or service (e.g. approval to market a pharmaceutical product) |
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REA |
Regulatory Approval |
Approval from a regulatory body for a company’s product or service (e.g. approval to market a pharmaceutical product) |
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RES |
Research Update |
A statement giving an update on research (e.g. clinical trials) |
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RSP |
Response to (insert appropriate text) |
Statement submitted in response to a previous statement made by3 another entity/body3 |
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REP |
Restructure Proposals |
Statement regarding the proposed operational3 restructuring of a company |
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RAG |
Result of AGM |
Notification of the result of any voting at an AGM |
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ROI |
Result of Equity Issue |
Notification of the result of an issue of equity shares e.g. offer for subscription/offer for sale/ rights issue |
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ROM |
Result of Meeting |
Notification of the results of any voting at a general meeting, other than at an AGM3 |
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RTE |
Result of Tender Offer |
Notification of the result of a tender offer |
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DCC |
Form 8 (DD) - [Insert name of offeree or offeror |
Dealing disclosure by a party to an offer or person acting in concert (including for the account of discretionary investment clients) |
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RET |
Form 8.3 - [Insert name of offeree or offeror] |
Opening position disclosure/dealing disclosure by a person with interests in relevant securities representing 1% or more |
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SOA |
Scheme of Arrangement3 |
Statement giving details of a scheme of arrangement |
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STR |
Statement re (insert appropriate text) |
Statement regarding a particular issue |
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STC |
Statement re (insert appropriate text) (CMA use only)3 |
Statement by the Competition and Markets Authority3 regarding the outcome of its investigation of a takeover/merger |
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OFD |
Statement re Possible Offer |
Statement that a company is in discussions which may or may not lead to an offer being made |
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SPC |
Statement re Press Comment |
Statement regarding press comment |
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SPM |
Statement re Share Price Movement |
Statement regarding a movement in the price of a company’s listed securities |
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SYR |
Syndicate Results |
Statement of results submitted by Lloyd’s |
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TEN |
Tender Offer |
Notification of a tender offer |
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TVR |
Total Voting Rights |
Notification of a change in the total number of voting rights |
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TST |
Trading Statement |
Statement regarding a company’s trading performance (e.g. profit warning) |
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POS |
Transaction in Own Shares* |
Notification of a transaction involving own shares, including a purchase, sale, redemption, cancellation, transfer or allotment2 |
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2PGR |
Report on Payments to Governments3 |
Publication of report on payments to governments |
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3UPD |
Strategy/Company/ Operations Update |
Statement regarding strategy, company or operations update, which is not a trading statement (TST) |
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3IRS |
Industry Regulator Statement |
Statement from an industry regulator (for example a regulatory body listed in DTR 8 Annex1), unless there is a specific headline code for the information in question |
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MSCH3 |
Miscellaneous – High Priority3 |
Miscellaneous high priority announcements |
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Medium priority |
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ARI |
Announcement re: Rights Issue |
Announcement by an issuer confirming the commencement of a Rights Issue period |
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ALS3 |
Additional Listing |
Notification by an issuer of the admission to the Official List of further securities of a class already admitted to listing3 |
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BRC |
Base Rate Change |
Announcement of a change in bank base rate |
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BLR |
Block listing Interim Review* |
Six monthly notification by a company issuing securities on a regular basis. Notification of a company’s annual report & accounts |
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CMC |
Compliance with Model Code |
Statement by a closed-ended investment fund under LR 15.5.1 R confirming it is satisfied that all inside information has been previously notified. |
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CAS |
Compulsory Acquisition of Shares |
Statement regarding the compulsory acquisition of shares |
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DSH3 |
Director/PDMR Shareholding* |
Notification of issuers, persons discharging managerial responsibilities and their connected persons in respect of transactions conducted in their own account in shares of the issuer or derivatives or any other financial instrument relating to those shares3 |
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BOA |
Directorate change |
Notification of any change to a company’s board e.g. appointments/resignations/changes to important functions or executive responsibilities of a director |
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DIV |
Dividend Declaration |
Declaration of a dividend issued by a company |
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RC |
FRN Variable Rate Fix |
Update of interest rate for a floating rate note |
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GEO |
Geographical Distribution |
Notification by an investment company/trust of the geographical distribution of its assets |
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HOL |
Holding(s) in Company* |
Notification of major interests in shares/financial instruments3 |
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NAV |
Net Asset Value(s) |
Notification by an investment company/trust of its Net Asset Value |
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PFU |
Portfolio Update |
Periodic notification by an investment company/trust of its investment portfolio 3 |
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PDI |
Publication of a Prospectus3 |
Publication of a prospectus in accordance with the Prospectus Rules3 |
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3PSP |
Publication of a Supplementary Prospectus |
Publication of a supplementary prospectus in accordance with the Prospectus Rules |
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3PFT |
Publication of Final Terms |
Publication of final terms in accordance with the Prospectus Rules |
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RTT |
Rule 2.10 Announcement |
Announcement by an offeree company at the beginning of an offer period regarding details of all relevant securities issued by the company together with the numbers of such securities in issue as required by the Takeover Panel. |
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TAV |
Total Assets Value |
Notification by an investment company/trust of its Total Asset Value |
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TRS |
Treasury Stock |
Notification of the rate of interest payable on treasury stocks |
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3ITF |
Intention to Float |
Notification of an intention to apply for the admission of shares to trading on a securities market |
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MSCM3 |
Miscellaneous – Medium Priority3 |
Miscellaneous medium priority announcements |
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Low priority |
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CAN |
Change of Name |
Notification of a company’s change of name |
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CIR |
Circ re. [insert appropriate document title] |
Notification that a document issued to holders of listed securities (including notices of meetings but excluding listing particulars, annual report and accounts, interim reports, proxy cards and dividend or interest vouchers) is available for public inspection |
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COS |
Company Secretary Change |
Notification of the appointment/resignation of a company secretary |
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RDN |
Director Declaration |
Notification regarding any of the matters in LR 9.6.13R3 |
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DOC |
Doc re. [insert appropriate document title] |
Notification that a document issued to holder of listed securities is available for public inspection |
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NAR |
New Accounting Ref Date |
Notification of a change in a company’s accounting reference date |
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NOA |
Notice of AGM |
Notification of a company’s annual general meeting |
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NOG3 |
Notice of GM3 |
Notification of a company’s general meeting, other than an AGM3 |
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NOR |
Notice of Results |
Notification of the date financial results will be published |
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ODP |
Offer Document Posted |
Statement that offer document has been posted to holders of a company’s listed securities |
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MSCL3 |
Miscellaneous – Low Priority3 |
Miscellaneous low priority announcements |
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TSM |
Test Message |
Message submitted to test announcement system but not published |
* Headline category is associated with a standard form, which is available on the FCA's website.
