FCA Handbook - DTR 1A Introduction (Transparency rules)

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Guidance

Rules

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DTR 1A.1 Application and purpose (Transparency rules)

Note : ESMA has also issued guidelines under article 16(3) of the ESMA Regulation covering ‘Alternative Performance Measures’ , 5 October 2015 (ESMA/2015/1415).

The application of Chapters 4, 5 and 6 of DTR is set out at the beginning of each chapter and, where necessary, section.

(1)
Neither this chapter nor Chapters 4, 5 or 6 of DTR shall apply in relation to an undertaking that falls within paragraph (2) or units of such an undertaking that fall within paragraph (3). [Note: article 1.2 TD].
(2)
The exemption set out in paragraph (1) applies to an undertaking if it is a unit trust or investment company
1. (a)
  the object of which is the collective investment of capital provided by the public, and which operates on the principle of risk spreading; and
2. (b)
  the units of which are, at the request of the holder of such units, repurchased or redeemed, directly or indirectly, out of the assets of that undertaking. [Note: article 2.1(g) TD]
(3)
Units of an undertaking that falls within paragraph (2) are securities issued by such an undertaking and representing the rights of the participants in such an undertaking. [Note: article 2.1(h) TD]

Purpose

The original purpose of the transparency rules was to implement the Transparency Directive and to make other rules to ensure there is adequate transparency of and access to information in the UK financial markets.

FCA performing functions as competent authority

Other relevant parts of Handbook

Note: Other parts of the Handbook that may also be relevant to persons to whom the transparency rules apply include DEPP (Decision Procedure and Penalties Manual) and Chapter 9 of SUP (the Supervision manual).

The following Regulatory Guides are also relevant:

1. The Enforcement Guide (ENFG)

2. [intentionally blank]

Note: A list of regulated markets can be found on the FCA website.

DTR 1A.2 Modifying rules and consulting the FCA

Modifying or dispensing with rules

(1)
The FCA may dispense with, or modify, the transparency rules in such cases and by reference to such circumstances as it considers appropriate (subject to the Act).
(2)
A dispensation or modification may be either unconditional or subject to specified conditions.
(3)
If an issuer, or other person has applied for, or been granted, a dispensation or modification, it must notify the FCA immediately it becomes aware of any matter which is material to the relevance or appropriateness of the dispensation or modification.
(4)
The FCA may revoke or modify a dispensation or modification.

(1)
An application to the FCA to dispense with or modify, a transparency rule must be in writing.
(2)
The application must:
1. (a)
  contain a clear explanation of why the dispensation or modification is requested;
2. (b)
  include details of any special requirements, for example, the date by which the dispensation or modification is required;
3. (c)
  contain all relevant information that should reasonably be brought to the FCA's attention;
4. (d)
  contain any statement or information that is required by the transparency rules to be included for a specific type of dispensation or modification; and
5. (e)
  include copies of all documents relevant to the application.
  [Note: the application may meet this requirement with copies of documents produced, recorded or stored using electronic means].

An application to dispense with or modify a transparency rule should ordinarily be made at least five business days before the proposed dispensation or modification is to take effect.

Early consultation with FCA

An issuer or other person should consult with the FCA at the earliest possible stage if they:

(1)
are in doubt about how the transparency rules apply in a particular situation; or
(2)
consider that it may be necessary for the FCA to dispense with or modify a transparency rule.

Where a transparency rule refers to consultation with the FCA, submissions should be made in writing other than in circumstances of exceptional urgency.

Address for correspondence

Note: The FCA's address for correspondence in relation to the transparency rules is:

Primary Market Monitoring

Enforcement and Market Oversight Division

The Financial Conduct Authority

12 Endeavour Square

London, E20 1JN

https://www.fca.org.uk/markets/primary-markets/contact/request-individual-guidance

DTR 1A.3 FCA may require the publication of information

(1)
The FCA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market.
(2)
If an issuer fails to comply with a requirement under paragraph (1) the FCA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published).

Misleading information not to be published

An issuer must take all reasonable care to ensure that any information it notifies to a RIS is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.

The duty imposed by DTR 1A.3.2 R does not apply to an issuer's obligation under DTR 5.8.12 R to make public the information contained in a vote holder notification made to it under DTR 5.1.2 R.

Notification when a RIS is not open for business

If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it must distribute the information as soon as possible to:

(1)
not less than two national newspapers in the United Kingdom;
(2)
two newswire services operating in the United Kingdom; and
(3)
a RIS for release as soon as it opens.

DTR 1A.4 Fees

An issuer must pay the fees set out in DTR App 2R to the FCA when they are due.