DTR TP 1 Disclosure and transparency rules

1

All of DTR chapter 4

R

DTR 4 shall have effect as follows:

From 20 January 2007

(a)

an issuer whose financial year begins on or after 20 January 2007 must comply with DTR 4 as of 20 January 2007; and

(b)

an issuer whose financial year starts before 20 January 2007 must comply with DTR 4 as of the beginning of its next financial year.

2

DTR 4.2

R

(1)

This provision applies to an issuer of debt securities which were admitted to the official list before 1 January 2005 pursuant to Chapter 23 of the Listing Rules

From 20 January 2007 till 10 years following 1 January 2005

(2)

An issuer need not disclose its half-yearly financial report in accordance with DTR 4.2.

(3)

This provision has effect for 10 years following 1 January 2005

[Note: article 30.4 TD]

3

4.1.6 and 4.2.4

R

An issuer need not prepare its financial statement in accordance with DTR 4.1.6 R or DTR 4.2.4 R for any financial year beginning before 1 January 2007 if:

From 20 January 2007

(a)

the issuer's registered office is in a non-EEA State; and

(b)

the issuer prepares its financial statements in accordance with internationally accepted standards.

[Note: article 23.2 TD]

3A2

4.1.6 and 4.2.4

R

An issuer whose registered office is in a third country is exempt from the requirement to prepare its consolidated accounts in accordance with IFRS or IAS prior to financial years starting on or after 1 January 2009, provided that it prepares its annual consolidated financial statements and half yearly consolidated financial statements in accordance the accounting standards of a third country and provided that one of the following conditions is met:

6 April 2007 - issuer's financial year starting on or after 1 January 2009

20 January 2007

(a)

the notes to the financial statements contain an explicit and unreserved statement that they comply with International Financial Reporting Standards in accordance with IAS 1 Presentation of Financial Statements;

(b)

the financial statements are prepared in accordance with the Generally Accepted Accounting Principles of either Canada, Japan or the United States of America;

(c)

the financial statements are prepared in accordance with the Generally Accepted Accounting Principles of a third country other than Canada, Japan or the United States and the following conditions are satisfied;

(i)

the third country authority responsible for the national accounting standards in question has made a public commitment, before the start of the financial year to which the financial statements relate, to converge those standards with International Financial Reporting Standards;

(ii)

that authority has established a work programme which demonstrates the intention to progress towards convergence before 31 December 2008; and

(iii)

the issuer provides evidence that satisfies the competent authority that the conditions in (i) and (ii) and met.

[Note: article 1 of Commission Decision of 4 December 2006 (2006/891/EC)]

4

4.2.4

R

(1)

This provision applies to an issuer:

From 20 January 2007

(a)

whose debt securities only are admitted to trading; and

(b)

whose Home State is the United Kingdom

(2)

An issuer is not required to disclose financial statements in accordance with DTR 4.2.4 R (1) for the financial year beginning on or after 1 January 2006.

[Note: article 30.1 TD]

5

4.1.6 and 4.1.8 to 4.1.11

R

(1)

This provision applies to an issuer of debt securities:

From 20 January 2007

(a)

that is incorporated in a non-EEA State;

(b)

whose Home State is the United Kingdom; and

(c)

whose debt securities were admitted to trading in the EEA prior to 1 January 2005

(2)

An issuer need not draw up its financial statements in accordance with DTR 4.1.6 R or its management report in accordance with DTR 4.1.8 R to DTR 4.1.11 R provided:

(a)

the annual financial statements prepared by issuers from that non-EEA State give a true and fair view of the issuer's assets and liabilities, financial position and results;

(b)

the non-EEA State where the issuer is incorporated has not made mandatory the application of IAS or IFRS; and

(c)

the Commission has not taken any decision, in accordance with article 23.4(ii) of the TD, as to whether there is an equivalence between IAS and IFRS and:

(i) the accounting standards laid down in the law, regulations or administrative provisions of the non-EEA State where the issueris incorporated; or

(ii) the accounting standards of the non-EEA State such an issuer has elected to comply with.

[Note: article 30.3 TD]

45A

DTR 4.1.7R (4)

R

DTR 4.1.7R (4) shall have effect as follows:

An issuer whose financial year begins before 29 June 2008 must comply with DTR 4.1.7R (4) as of the beginning of its next financial year.

From 29 June 2008

29 June 2008

6

5.6.1

R

DTR 5.6.1 R has effect as if it required, additionally, each issuer to make public (in the case of a regulated market issuer by publication to a RIS):

16 December 2006

(i)

by not later than 31 December 2006 the total number of voting rights in respect of each class of share which it issues and which is admitted to trading on a regulated market or UK prescribed market and distinguishing the number of voting rights attaching to any shares held by the issuer in treasury;

(ii)

any subsequent alteration of that total number of voting rights and of voting rights attaching to treasury shares occurring between the date on which the disclosure in (i) is made and 20 January 2007.

7

5.8.3

R

Notwithstanding DTR 5.8.3 R a person who, holds a notifiable percentage of voting rights, must notify the issuer by not later than 20 March 2007 of the percentage of voting rights he holds unless it has already made a notification in accordance with DTR 5.1.2 R before that date.

[TD article 30(2)]

From 20 January 2007

8

5.8.122

R

Notwithstanding 2DTR 5.8.12 R2, an issuer must disclose the information received under TP 7 by not later than 20 April 2007[TD article 30(2)]

From 20 January 2007

9

TP 7 and TP 8

G

TP 7 and TP 8 are default provisions which will ensure that a person with a substantial proportion of voting rights which is at or above a threshold makes a notification to the issuer of those voting rights by not later than 20 March 2007 if such a person has not otherwise since 20 January 2006 made a notification at an earlier date (because for example of an acquisition or disposal of voting rights or because of a change in the total of voting rights in issue). Where such a notification is made the issuer must publish the information by not later than 20 April 2007.

10

All of DTR chapter 5

R

(1)

References to a person who is authorised under MIFID shall be taken as references to a person who is authorised under the ISD.

From 20 January 2007 to 31 October 2007

(2)

The reference in DTR 5.4.9 R to portfolio management under point 4 of Section A of Annex 1 to MiFID shall be read as referring to the service of portfolio management under point 3 of Annex A of the ISD.

11

All of DTR chapter 5

R

References to a regulated market shall be taken as references to a market as defined by point 13 of article 1 of the ISD.

From 20 January 2007 to 31 October 2007

12

6.1.8(1)

R

In the case of an issuer which is a company within the meaning of the Companies Act 2006, nothing in DTR 6.1.8 R (1) requires a decision to use electronic means to convey information to holders to be taken in a general meeting to the extent to which the issuer could lawfully use such means before 20 January 2007.

From 20 January 2007

313

DTR provisions referring to Companies Acts 1985, 2006 or related provisions.

R

(1) To the extent that the whole or part of a provision of the Companies Act 2006 is yet to come into force, any reference to that provision or part of it should be read as a reference to the corresponding provision of the Companies Act 1985 currently in force (subject to the application of any relevant transitional provisions in the Companies Act 2006 or the rules).

(2) To the extent that the whole or part of a provision of the Companies Act 1985 is no longer in force it shall be read as a reference to the corresponding provision of the Companies Act 2006 or relevant DTR rule that has superseded it (subject to the application of any relevant transitional provisions).

6 October 2007

20 January 2007

414

All of DTR chapter 7

R

DTR 7 shall have effect as follows:

An issuer whose financial year begins before 29 June 2008 must comply with DTR 7 as of the beginning of its next financial year.

From 29 June 2008

29 June 2008

515

DTR 5.1.2 R, DTR 5.3.1 R, DTR 5.8.2R (1) and DTR 5.8.2 R (4), DTR 5.8.10 R

R

For financial instruments having similar economic effects to (but which are not) qualifying financial instruments within DTR 5.3.2 R, but which do not have a linear, symmetric pay-off (that is, a ‘delta 1) profile for the purposes of DTR 5.3.3 G (2)(b), a person making a notification under DTR 5.1.2 R and DTR 5.8.2R (1) may, at their option, treat each financial instrument in question as having a delta 1 profile, but only if the person also makes a notification to the issuer of the total number voting rights relating to shares referenced by, and the strike, or execution, price of, each such financial instrument.

1 June 2009 to 31 December 2009

1 June 2009

516

DTR TP 15

G

The effect of TP 15 is that persons holding financial instruments falling within DTR 5.3.3 G (2)(b) have a choice as to how they notify their deemed holding of voting rights in the underlying shares, either on a delta adjusted or nominal basis. Where notification is made on a nominal basis, extra information is required so that the delta adjusted position is capable of being calculated (when used in conjunction with information about the maturity or expiry date (notifiable under DTR 5.8.2 R) and other information derivable from publicly available sources, for example, relating to volatility).

1 June 2009 to 31 December 2009

1 June 2009

517

DTR 5.1.2 R, DTR 5.3.1 R, DTR 5.8, DTR 5.9

R

A notification of the strike, or execution, price of, and the total number of voting rights relating to shares referenced by, each financial instrument for the purposes of TP 15 is to be treated as part of the notification to the issuer and references to ‘notification’ shall be construed accordingly.

1 June 2009 to 31 December 2009

1 June 2009

186

DTR 7.1.7 G DTR 7.2.4 GDTR 7.2.8 G

R

References to provisions in the UK Corporate Governance Code are to be read as references to the equivalent provisions in the Combined Code for accounting periods beginning before 29 June 2010. For the avoidance of doubt, in DTR 7.2.8 G, Combined Code provision A.4.6 and B2.1 became UK Corporate Governance Code provisions B.2.4 and D.2.1 respectively.

From 29 June 2010 to 28 December 2011

6 August 20107

719

DTR 4.1, DTR 4.2 and DTR 4.3

R

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 issuers of exclusively debt securities the denomination per unit of which is at least 50,000 euros or in the case of debt securities denominated in a currency other than euro, the value of such denomination per unit is at the date of the issue equivalent to at least 50,000 euros which have already been admitted to trading on a regulated market in the EU before 31 December 2010.

[Note: article 8.1 TD]

From 1 July 2012 for as long as the debt securities to which (19) applies are outstanding

1 July 2012

720

DTR 6.1.15 R

R

Where only holders of debt securities whose denomination per unit amount to at least 50,000 euros or for debt securities denominated in a currency other than euro, the value of such denomination per unit is equivalent to 50,000 euros at the date of issue, 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, and only where those debt securities have already been admitted to trading on a regulated market in the EU before 31 December 2010.

[Note: article 18 TD]

From 1 July 2012 for as long as the debt securities to which (20) applies are outstanding.

1 July 2012

721

DTR 6.2.8 R

R

Where debt securities whose denomination per unit amount to at least 50,000 euro, or for debt securities denominated in a currency other than euro, the value of such denomination per unit is equivalent to 50,000 euros at the date of issue, and such debt securities are admitted to trading in one or more EEA States, regulated information must be disclosed to the public in either a language accepted by the competent authorities of the Home State and Host States or in a language customary in the sphere of international finance, at the choice of the issuer or of the person who, without the issuer's consent, has requested such admission.

[Note: article 20 TD]

From 1 July 2012 for as long as the debt securities to which (21) applies are outstanding.

1 July 2012