DTR TP 1 Disclosure and transparency rules

1

All of DTR chapter 4 (except DTR 4.3A)10

R

DTR 4 (except DTR 4.3A)10 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 (except DTR 4.3A)10 as of 20 January 2007; and

(b)

an issuer whose financial year starts before 20 January 2007 must comply with DTR 4 (except DTR 4.3A)10 as of the beginning of its next financial year.

2

DTR 4.2

R

15

15

15

15

15

15

[expired]15

15

3

4.1.6 and 4.2.4

R

[deleted]20

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 Member State for the purposes of the Transparency Directive was, immediately before IP completion day23, the United Kingdom20

(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

[deleted]16

16

16

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 marketissuer 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 UKprescribed 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.

[TDarticle 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

Expired9

11

All of DTR chapter 5

R

Expired9

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 DTRrule 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

[deleted]16

16

16

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

Expired9

516

DTR TP 15

G

Expired9

517

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

R

Expired9

186

DTR 7.1.7 G DTR 7.2.4 G DTR 7.2.8 G

R

Expired9

719

DTR 4.1 and8DTR 4.2

R

The rules on annual financial reports (DTR 4.1) and8 half-yearly financial reports (DTR 4.2) 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

[deleted]20

20

20

721

DTR 6.2.8 R

R

[deleted]20

20

20

1122

DTR 8

R

Expired9

1023

DTR 4.3A (except DTR 4.3A.10R)17

R

DTR 4.3A (except DTR 4.3A.10R)17 applies in relation to a financial year of an issuer beginning on or after 1 January 2015.

From 22 December 2014

22 December 2014

1224

DTR 7.1.7 G and DTR 7.2.8 G

R

[deleted]13

13

13

1225

DTR 7.2.4 G

R

[deleted]13

13

13

1426

DTR 6.4.2R , DTR 6.4.3R and DTR 6.4.4R

R

[deleted]20

20From 26 November 2015

2026 November 2015

1627

DTR 1B.1.3R and DTR 7.1

R

[expired]1920

20

20

1728

DTR 4.3A.10R

R

DTR 4.3A.10R applies in relation to a financial year of an issuer beginning on or after 1 August 2016.

From 29 July 2016

29 July 2016

1829

DTR 1B.1.7R and DTR 7.2.8AR

R

DTR 1B.1.7R and DTR 7.2.8AR apply for a financial year of an issuer beginning on or after 1 January 2017.

From 4 November 2016

4 November 2016

1830

DTR 1B.1.8G and DTR 7.2.8BG

G

DTR 1B.1.8G applies for a financial year of a listed company beginning on or after 1 January 2017.

DTR 7.2.8BG applies for a financial year of an issuer beginning on or after 1 January 2017.

From 4 November 2016

4 November 2016

2131

DTR 7.3 and DTR 7 Annex 1

R

An issuer is only required to comply with DTR 7.3 and DTR 7 Annex 1 from the start of the financial year beginning on or after 10 June 2019.

For the purposes of DTR 7.3.13R, only transactions or arrangements which are entered into on or after the start of the financial year beginning on or after 10 June 2019 must be aggregated.

From 10 June 2019 to 31 December 2020

10 June 2019

(b)

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 Kingdom (if the issuer is incorporated in the United Kingdom) or with the national law of the EEA State in which the issuer is incorporated (if the issuer is incorporated in the EEA).

1932

DTR 4.1.14R

R

DTR 4.1.14R applies in relation to a financial year of an issuer beginning on or after 1 January 202124.

From 24IP completion day

13 December 2019

1933

DTR 7.1.7G

R

Where an issuer has an accounting period beginning before 1 January 2019:

From 13 December 2019 to 30 June 2020

13 December 2019

(1)

DTR 7.1.7G does not apply; and

(2)

(2) in the FCA’s view, compliance with provisions A.1.2, C.3.1, C.3.2, C.3.3 and C.3.8 of the UK Corporate Governance Code published by the Financial Reporting Council in April 2016 will result in compliance with DTR 7.1.1R to DTR 7.1.5R.

1934

DTR 7.2.4G

R

Where an issuer has an accounting period beginning before 1 January 2019, the reference to the UK Corporate Governance Code is to be read as a reference to the UK Corporate Governance Code published by the Financial Reporting Council in April 2016.

From 13 December 2019 to 30 June 2020

13 December 2019

1935

DTR 7.2.8G

R

Where an issuer has an accounting period beginning before 1 January 2019:

From 13 December 2019 to 30 June 2020

13 December 2019

(1)

DTR 7.2.8G does not apply; and

(2)

in the FCA’s view, the information specified in provisions A.1.1, A.1.2, B.2.4, C.3.3, C.3.8 and D.2.1 of the UK Corporate Governance Code published by the Financial Reporting Council in April 2016 will satisfy the requirements of DTR 7.2.7R.

2236

DTR 4.1.6R

R

(1)

DTR 4.1.6R does not apply to an issuer in respect of a financial year beginning before IP completion day23.

From IP completion day23

IP completion day 23

(2)

In respect of a financial year beginning before IP completion day23:

(a)

if an issuer is required to prepare consolidated accounts, the audited financial statements must comprise:

(i)

consolidated accounts prepared in accordance with EU-adopted IFRS, and

(ii)

accounts of the parent company prepared in accordance with the law of the United Kingdom (if the issuer is incorporated in the United Kingdom) or with the national law of the EEA State in which the issuer is incorporated (if the issuer is incorporated in the EEA).

2237

DTR 4.1.7R (4)

R

(1)

DTR 4.1.7R(4) does not apply to an issuer which is a UK-traded third country company within the meaning of section 1241 of the Companies Act 2006 in respect of a financial year beginning before IP completion day23.

From IP completion day23

IP completion day 23

(2)

In respect of a financial year beginning before IP completion day23, an issuer which is a UK-traded third country company within the meaning of section 1241 of the Companies Act 2006 must ensure that the person who provides the audit report is:

(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); or

(b)

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

(c)

an EEA auditor within the meaning of paragraph 20A of Schedule 10 to the Companies Act 2006.

2238

DTR 4.2.4R(1)

R

(1)

DTR 4.2.4R(1) does not apply to an issuer in respect of a financial year beginning before IP completion day23.

From IP completion day23

IP completion day 23

(2)

In respect of a financial year beginning before IP completion day23, 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 EU-adopted IFRS.

2239

DTR 4.2.10R(4)

R

(1)

DTR 4.2.10R(4) does not apply to an issuer in respect of a financial year beginning before IP completion day23.

From IP completion day23

IP completion day 23

(2)

In respect of a financial year beginning before IP completion day23, a person making a responsibility statement will satisfy the requirement in DTR 4.2.10R(3)(a) 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:

(a)

IAS 34 as contained in EU-adopted IFRS; or

(b)

for UKissuers not using EU-adopted IFRS, Financial Reporting Standard 104: Interim Financial Reporting issued by the Financial Reporting Council; or

(c)

for all other issuers not using EU-adopted 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.

2240

DTR 1B.1.3R (1) and DTR 7.1

R

(1)

DTR 1B.1.3R(1) does not apply to an issuer in respect of a financial year beginning before IP completion day23.

From IP completion day23

IP completion day 23

(2)

In respect of a financial year beginning before IP completion day23DTR 7.1 does not apply to any issuer which is a subsidiary undertaking of a parent undertaking where the parent undertaking is subject to:

(a)

DTR 7.1 , or to requirements implementing article 39 of the Audit Directive in any EEA State; and

(b)

articles 11(1), 11(2) and 16(5) of the Audit Regulation, or to articles 11(1), 11(2) and 16(5) of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC.

2541

DTR 7.2.8AR and DTR 7.2.8CG

R

(1)

DTR 7.2.8AR(1) and DTR 7.2.8CG apply in relation to a financial year of an issuer beginning on or after 1 April 2022.

From 20 April 2022

20 April 2022

(2)

In relation to a financial year beginning before 1 April 2022, the corporate governance statement must contain a description of:

(a)

the diversity policy applied to the issuer’s administrative, management and supervisory bodies with regard to aspects such as, for instance, age, gender, or educational and professional backgrounds;

(b)

the objectives of the diversity policy in (a);

(c)

how the diversity policy in (a) has been implemented; and

(d)

the results in the reporting period.