1This chapter applies to

1. (1)

   an issuer of any of the following types of securities:

   1. (a)

      debt securities;

   2. (b)

      asset-backed securities;

   3. (c)

      certificates representing debt securities; and

   4. (d)

      specialist securities of the following types:

      1. (i)

         convertible securities which convert to debt securities;

      2. (ii)

         convertible securities which convert to equity securities; and

      3. (iii)

         convertible securities which are exchangeable for securities of another company.

1. (1)

   An issuer must forward to the FSA, for publication through the document viewing facility, two copies of any document required by LR 17.3 or LR 17.4 at the same time the document is issued.

2. (2)

   An issuer must notify a RIS as soon as possible when a document has been forwarded to the FSA under paragraph (1) unless the full text of the document is provided to the RIS.

3. (3)

   A notification made under paragraph (2) must set out where copies of the relevant document can be obtained.

1. (1)

   An issuer'ssecurities must be admitted to trading on a RIE's market for listed securities at all times.

2. (2)

   An issuer must inform the FSA in writing without delay if it has:

   1. (a)

      requested a RIE to admit or re-admit any of its listed securities to trading; or

   2. (b)

      requested a RIE to cancel or suspend trading of any of its listed securities; or

   3. (c)

      been informed by a RIE that the trading of any of its listed securities will be cancelled or suspended.

An issuer must ensure equal treatment for all holders of its listed securities of the same class in respect of all rights attaching to such securities. [Note: Article 78(1) CARD]

1. (1)

   An issuer must publish its annual report and annual accounts as soon as possible after they have been approved. [Note: Article 80(1) CARD]

2. (2)

   An issuer must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.

An issuer must appoint and retain a paying agent in the United Kingdom until the date on which the listed securities are finally redeemed unless the issuer:

1. (1)

   provides financial services; and

2. (2)

   itself performs the functions of a paying agent in the United Kingdom. [Note: Article 78(2) CARD]

An issuer that is not already required to comply with DTR 2 must comply with DTR 2 as if it were an issuer for the purposes of the disclosure rules and transparency rules.

An issuer must ensure that any circular it issues to holders of its listed securities about proposed amendments to a trust deed includes:

1. (1)

   an explanation of the effect of the proposed amendments; and

2. (2)

   either the full terms of the proposed amendments, or a statement that they will be available for inspection:

   1. (a)

      from the date the circular is sent until the close of the relevant general meeting at a place in or near the City of London or such other place as the FSA may determine; and

   2. (b)

      at the place of the general meeting for at least 15 minutes before and during the meeting.

An issuer must submit two copies of any proposed amendment to its constitution that affects the rights of securities holders to the FSA by no later than when it sends the notice convening the meeting to decide on the amendment. [Note: Article 79 CARD]

1. (1)

   An issuer must ensure that any circular it issues to holders of its listed securities relating to a resolution proposing to redeem listed securities before their due date for redemption includes:

   1. (a)

      an explanation of the reasons for the early redemption;

   2. (b)

      a statement of the market values for the securities on the first dealing day in each of the six months before the date of the circular and on the latest practicable date before sending the circular;

   3. (c)

      a statement of any interests of any director in the securities;

   4. (d)

      if there is a trustee, or other representative, of the holders of the securities to be redeemed, a statement that the trustee, or other representative, has given its consent to the issue of the circular or stated that it has no objection to the resolution being put to a meeting of the securities holders;

   5. (e)

      the timetable for redemption; and

   6. (f)

      an explanation of the procedure to be followed by the securities holders.

2. (2)

   The circular must not contain specific advice about whether or not to accept the proposal for redemption.

3. (3)

   The timetable for redemption in the circular must have been approved by the RIE on which the listed securities are traded.

An issuer must ensure that any definitive document of title for a security (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraph (5)):

1. (1)

   the authority under which the issuer is constituted and the country of incorporation and registered number (if any);

2. (2)

   the number or amount of securities the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);

3. (3)

   a footnote stating that no transfer of the security or any portion of it represented by the certificate can be registered without production of the certificate;

4. (4)

   if applicable, the minimum amount and multiples thereof in which the security is transferable;

5. (5)

   the date of the certificate; and

6. (6)

   the interest payable and the interest payment dates and on the reverse (with reference shown on the face) an easily legible summary of the rights as to redemption or repayment and (where applicable) conversion.

An issuer must notify a RIS as soon as possible of:

1. (1)

   any new issues and guarantee or security related to such new issues; [Note: Article 81CARD]

2. (2)

   any change of guarantor or security of its listed securities where this information is important for the purposes of assessing the securities in question;

3. (3)

   any change in the rights attaching to listed securities (including any change in loan terms or in the rate of interest carried by the listed securities); [Note: Article 81 CARD]

4. (4)

   when any document has been submitted to the FSA for publication through the document viewing facility under LR 17.3.1 R, unless the full text of the document is provided to a RIS;

5. (5)

   any change of paying agent in the United Kingdom; and

6. (6)

   the publication of:

   1. (a)

      its annual report and accounts;

   2. (b)

      in the case of debt securities guaranteed by another company, the annual report and accounts of the company that is providing the guarantee unless that company is listed or adequate information is otherwise available; and

   3. (c)

      in the case of convertible securities which are exchangeable for securities of another company, the annual report and accounts of that other company unless that company is listed or adequate information is otherwise available.

An issuer must ensure that at least in each EEA state in which its securities are listed, all the necessary facilities and information are available to enable holders of such securities to exercise their rights. In particular, it must:

1. (1)

   inform holders of meetings which they are entitled to attend;

2. (2)

   enable them to exercise their vote, where applicable; and

3. (3)

   publish notices or distribute circulars giving information on:

   1. (a)

      the payment of interest in respect of such securities; and

   2. (b)

      the exercise of any conversion, exchange, subscription or renunciation rights and repayment of its securities. [Note: Article 78(2) CARD]

An issuer of bearer securities must comply with LR 17.4.2 R by publishing an advertisement in at least one national newspaper in the United Kingdom.1

1. (1)

   An issuer must notify a RIS of all notices to holders of its listed securities no later than the date the notices are sent to holders.

2. (2)

   An issuer must submit to the FSA draft copies of any proposed amendment to its constitution which would affect the rights of holders. [Note: Article 79 CARD]

Any changes to conversion rights attaching to convertible securities must be notified to a RIS as soon as possible. [Note: Article 81 CARD]

In the case of debtsecurities guaranteed by another company, an issuer must submit to the FSA the annual report and accounts of the company that is providing the guarantee unless that company is listed or adequate information is otherwise available.

In the case of convertible securities which are exchangeable for securities of another company, an issuer must submit to the FSA the annual report and accounts of that other company unless that company is listed or adequate information is otherwise available.

Where an issuer proposes to issue further debt securities that are:

1. (1)

   backed by the same assets; and

2. (2)

   not fungible with existing classes of debt securities; or

3. (3)

   not subordinated to existing classes of debt securities;

the issuer must inform the holders of the existing classes of debt securities.

This chapter does not apply to a state, a regional or local authority and a public international body with listed debt securities except that such an issuer must comply with:

1. (1)

   LR 17.3.2 R (Admission to trading);

2. (2)

   LR 17.3.3 R (Equality of treatment);

3. (3)

   LR 17.4.1 R (3) (Disclosures to be made without delay to an RIS); and

4. (4)

   LR 17.4.2 R to LR 17.4.4 G (Disclosure to holders: exercise of rights).