Related provisions for LR 6.1.2
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The issuer must send to the FSA annual written confirmation of compliance with Regulations 16 (sums derived from the issue of regulated covered bonds) and 17 (general requirements on the issuer in relation to the asset pool) of the RCB Regulations in the form set out in RCB 3 Annex 1D (annual confirmation of compliance).
If an issuer proposes to make a material change to the contractual terms of a regulated covered bond, it must inform the FSA of the following information to the FSA at least 3 months before the proposed date of the change:(1) details of the proposed change including proposed date of change and the reasons for it;(2) an assessment of the impact of the change on the ability of the issuer and owner to continue to comply with their requirements under the RCB Regulations and RCB; and
The issuer or the owner, as the case may be, must notify the FSA immediately in writing by e-mail, or hand-delivered letter, if requirements relating to the relevant regulated covered bond under the RCB Regulations or RCB are, or are likely to be, materially breached, or of any other matter which the FSA should be made aware of.
(1) An issuer of shares must ensure equal treatment for all holders of shares who are in the same position. [Note: article 17(1) of the TD](2) An issuer of debt securities must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities. [Note: article 18(1) of the TD]
(1) Shareholders and debt securities holders must not be prevented from exercising their rights by proxy, subject to the law of the country in which the issuer is incorporated. [Note: articles 17(2) and 18(2) of the TD](2) An issuer of shares or debt securities must make available a proxy form, on paper or, where applicable, by electronic means to each person entitled to vote at a meeting of shareholders or a meeting of debt securities holders. [Note: articles 17(2)(b) and 18(2)(b)
To use electronic means to convey information to holders, an issuer must comply with the following:(1) a decision to use electronic means to convey information to shareholders or debt securities holders must be taken in a general meeting;(2) the use of electronic means must not depend upon the location of the seat or residence of:(a) the shareholder; or(b) persons referred to in rows (a) to (h) of the table set out in DTR 5.2.1 R; or(c) the debt security holder; or(d) a proxy
An issuer of securities other than shares admitted to trading on a regulated market must disclose to the public without delay any changes in the rights of holders of securities other than shares, including changes in the terms and conditions of such securities which could indirectly affect those rights, resulting in particular from a change in loan terms or in interest rates.[Note article 16(2) of the TD]
An issuer of debt securities must publish notices or distribute circulars concerning:(1) the place, time and agenda of meetings of debt securities holders; (2) the payment of interest;(3) the exercise of any conversion, exchange, subscription or cancellation rights and repayment; and(4) the rights of holders to exercise their rights in relation to paragraphs (1) – (3).[Note: article 18(2)(a) of the TD]
If only holders of debt securities whose denomination per unit amounts to at least 50,000 Euros(or an equivalent amount) 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. [Note: article 18(3) of the TD]
The FSA maintains a published list of non-EEA State which, for the purpose of article 23.1 of the TD, are judged to have laws which lay down requirements equivalent to those imposed upon issuers by this chapter. Such issuers remain subject to the following requirements of DTR 6:(1) the filing of information with the FSA;(2) the language provisions; and(3) the dissemination of information provisions.
To enable the FSA to be satisfied that the issuer and the proposed owner will comply with requirements imposed on the issuer or owner, as the case may be, by or under the RCB Regulations, the applicant should use the application form to provide relevant details of the proposed covered bond or programme and demonstrate how each of the requirements will be complied with.
(1) The FSA's application form covers both issuer registration and covered bond registration as the FSA will not normally consider applications for issuer registration in isolation from the application for registration of the covered bond.(2) An issuer which has been admitted to the register of issuers should use the same form to apply for registration of subsequent covered bonds or programmes.(3) The issuer does not need to apply for registration of individual issuances from
In relation to registration of an issuer of regulated covered bonds, the FSA will need to be satisfied that the issuer's compliance with the requirements of the regulatory system has been adequate and does not give rise to any material cause for concern over the issuer's ability to issue regulated covered bonds in compliance with the RCB Regulations.
To demonstrate that the issuer and the proposed owner will comply with Regulation 17, and Regulations 23 and 24 of the RCB Regulations (capability of the asset pool to cover claims), the issuer should set out what it considers to be the risks of the regulation not being complied with and show how those risks have been adequately mitigated by reference to the tests and provisions set out in the covered bond or programme documentation.
Regulations 17(2)(d) (requirements on issuer relating to the asset pool) and 23(2) (requirements on owner relating to the asset pool) require the issuer of a regulated covered bond and the owner of the relevant asset pool to make arrangements so that the asset pool is of sufficient quality to give investors confidence that in the event of the failure of the issuer there will be a low risk of default in the timely payment by the owner of claims attaching to a regulated covered
The FSA will:(1) expect the issuer to demonstrate that it has in place appropriate systems, controls, procedures and policies, including in relation to risk management, underwriting, arrears and valuation; (2) expect the issuer to demonstrate that the cash-flows generated by the assets would be sufficient to meet the payments due in a timely manner including under conditions of economic stress and in the event of the failure of the issuer;(3) take account of any over collateralisation
The risk factors which the FSA will take into account in assessing the issuer's and owner's compliance with Regulations 17(2)(d) (general requirements on issuer in relation to the asset pool) and 23(2) (requirements on owner relating to the asset pool) will include credit risk of the assets, concentration risk, market risk and counterparty risk.
Counterparty risk is the risk that the counterparty to a transaction could default before the final settlement of the transactions cash flows. The relevant factors the FSA may consider include whether the:(1) counterparty has an appropriate credit rating;(2) counterparty can unilaterally terminate the hedging agreement, and if so under what circumstances;(3) contractual arrangements contain appropriate termination procedures (for example, what provisions apply in the event of
(1) The FSA will assess each risk factor separately and then assess any inter-dependencies and correlations to form a judgment on the quality of the asset pool as a whole. For example, an asset pool which is of high credit quality and so low risk due to a combination of factors such as owner occupation, low income multiples, full valuation methodologies, and a strong payments track record, may permit another factor such as high loan-to-value ratios, that would otherwise be considered
The FSA expects the issuer to demonstrate that there are provisions in the covered bond or programme that adequately deal with:(1) the identification and rectification of any breach of Regulations 17(2) (general requirements on issuer in relation to the asset pool) and 24 (requirements on owner relating to the asset pool) of the RCB Regulations;(2) the appointment of replacements for parties, for example servicers, cash managers or paying agents; and(3) the orderly winding-up
The FSA expects the issuer to demonstrate, as part of showing that Regulations 17 (general requirements on issuer in relation to the asset pool) and 24 (requirements on owner relating to the asset pool) of the RCB Regulations will be complied with, that there are provisions in the covered bond or programme which enable the views and interests of investors in the regulated covered bond to be taken account of in an appropriate and timely way by a suitably qualified, adequately resourced,
(1) The FSA expects legal advice to deal adequately with at least the following matters in relation to the actual or proposed arrangements:(a) whether the transfer of the assets to the owner would be upheld in the event of liquidation or administration, or similar collective insolvency proceedings, of the issuer or the transferor (if different from the issuer);(b) the risk of the transfer of an asset to the owner being re-characterised as the creation of a security interest;(c)
(1) The FSA expects the report from the accountants to address at least the following matters:(a) that the level of over collateralisation meets the limits set out in the covered bond arrangements which are designed to ensure compliance with the requirement that the asset pool is capable of covering claims attaching to the bond in Regulation 17 (requirements on issuer in relation to the asset pool) of the RCB Regulations; and(b) that appropriate due diligence procedures have been
LR 8.4.2 R to LR 8.4.6 R2 apply in relation to an application for admission of equity securities if an applicant does not have equity securities already listed and:(1) the production of a prospectus or equivalent document1is required; or(2) the application is accompanied by a certificate of approval from another competent authority; or(3) the application is accompanied by a summary document as required byPR 1.2.3R (8).
A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is not, or will not be, the
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:(a) on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or(b) at a time agreed with the FSA, if the FSA is not approving the prospectus or if it is determining whether a document is an equivalent document1;(2) submit a completed a Shareholder Statement or a Pricing Statement, as applicable, to
A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3 (Listing applications), unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is
LR 8.4.12 R to LR 8.4.13 R apply in relation to transactions involving a listed company of equity shares with a primary listing that:(1) is required to produce a class 1 circular; (2) is producing a circular that proposes a reconstruction or a re-financing which does not constitute a class 1 transaction; or(3) is producing a circular for the proposed purchase of own shares;(a) which does not constitute a class 1 circular; and(b) is required by LR 13.7.1R (2) to include a working
LR 3.4.4 R to LR 3.4.6 R1 apply to an applicant that is seeking admission of any of the following types of securities:1(1) debt securities;(2) asset-backed securities;(3) certificates representing certain securities; and(4) [deleted]11(5) convertible securities other than those referred to in LR 3.3.1R (3).1
An applicant must submit, in final form, to the FSA by midday two business days before the FSA is to consider the application:1(1) a completed Application for Admission of Securities to the Official List;(2) either:(a) the prospectus, or listing particulars that has been approved by the FSA; or(b) a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State for the securities;1(3)
11If confirmation of the number of securities to be issued pursuant to a board resolution cannot be submitted to the FSA by the deadline set out in LR 3.4.4 R or, the number of securities to be admitted is lower than the number notified under LR 3.4.4 R, written confirmation of the number of securities to be issued or admitted must be provided to the FSA by the applicant at least one hour before the admission to listing is to become effective.
An applicant must comply with LR 3.4.4 R to LR 3.4.6 R with the following modifications:1(1) [deleted]11(2) if the FSA approves the application it will admit to listing all debt securities which may be issued under the programme within 12 months after the publication of the base prospectus or listing particulars subject to the FSA:(a) being advised of the final terms of each issue for which a listing is sought; and1(b) receiving and approving for publication any supplementary
(1) The final terms must be submitted in writing to the FSA as soon as possible after they have been agreed and no later than 2 p.m. on the day before listing is to become effective.(2) The final terms may be submitted by:(a) the applicant; or(b) a duly authorised officer of the applicant.11(3) [deleted]11Note: For further details on final terms, see PR 2.2.9 R.1
A public sector issuer that seeks admission of debt securities referred to in paragraphs 2 and 4 of Schedule 11A of the Act must submit to the FSA in final form a completed Application for Admission of Securities to the Official List.Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FSA's website.1
To be listed, an applicant must comply with: (1) LR 2 (Requirements for listing); (2) only the following provisions of LR 6 (Additional requirements for listing for equity securities);(a) LR 6.1.3 R (1)(d) and (e), if the applicant is a new applicant for the admission of sharesor securities convertible into its own shares and it has published or filed audited accounts;(b) LR 6.1.3 R (2);(c) LR 6.1.16 R toLR 6.1.24 G; and(3) LR 15.2.2 R to LR 15.2.13A R1.1
1Although there is no restriction on an applicant taking a controlling stake in an investee company, to ensure a spread of investment risk an applicant should avoid:(1) cross-financing between the businesses forming part of its investment portfolio including, for example, through the provision of undertakings or security for borrowings by such businesses for the benefit of another; and(2) the operation of common treasury functions as between the applicant and investee compani
(1) No more than 10%, in aggregate, of the value of the total assets of an applicant1 at admission may be invested in other listed closed-ended investment funds.1(2) The restriction in (1) does not apply to investments in closed-ended investment funds which themselves have published investment policies to invest no more than 15% of their total assets in other listed closed-ended investment funds.
1(1) If an applicant principally invests its funds in another company or fund that invests in a portfolio of investments (a "master fund"), the applicant must ensure that:1(a) the master fund's investment policies are consistent with the applicant's published investment policy and provide for spreading investment risk; and1(b) the master fund in fact invests and manages its investments in a way that is consistent with the applicant's published investment policy and spreads investment
The board of directors or equivalent body of the applicant must be able to act independently:11(1) of any investment manager appointed to manage investments of the applicant; and11(2) if the applicant (either directly or through other intermediaries) has an investment policy of principally investing its funds in another company or fund that invests in a portfolio of investments ("a master fund"), of the master fund and of any investment manager of the master fund.11
1For the purposes of LR 15.2.11 R, a majority of the board or equivalent body of the applicant (including the Chairman) must not be:(1) directors, employees, partners, officers or professional advisers of or to:(a) an investment manager of the applicant; or(b) a master fund or investment manager referred to in LR 15.2.11R (2); or(c) any other company in the same group as the investment manager of the applicant; or(2) directors, employees or professional advisers of or to other
An issuer to which this section applies must include a corporate governance statement in its directors’ report. That statement must be included as a specific section of the directors’ report and must contain at least the information set out in DTR 7.2.2 R to DTR 7.2.7 R and, where applicable, DTR 7.2.10 R.
The corporate governance statement must contain a reference to:(1) the corporate governance code to which the issuer is subject; and/or(2) the corporate governance code which the issuer may have voluntarily decided to apply; and/or(3) all relevant information about the corporate governance practices applied beyond the requirements under national law. [Note: Article 46a(1)(a) first paragraph of the Fourth Company Law Directive]
(1) An issuer which is complying with DTR 7.2.2 R (1) or DTR 7.2.2 R (2) must:(a) state in its directors’ report where the relevant corporate governance code is publicly available; and(b) to the extent that it departs from that corporate governance code, explain which parts of the corporate governance code it departs from and the reasons for doing so.(2) Where DTR 7.2.2 R (3) applies, the issuer must make its corporate governance practices publicly available and state in its directors’
The corporate governance statement must contain the information required by paragraph 13(2)(c), (d), (f), (h) and (i) of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (information about share capital required under Directive 2004/25/EC (the Takeover Directive)) where the issuer is subject to the requirements of that paragraph.[Note: Article 46a(1)(d) of the Fourth Company Law Directive]
An issuer may elect that, instead of including its corporate governance statement in its directors’ report, the information required by DTR 7.2.1 R to DTR 7.2.7 R may be set out:(1) in a separate report published together with and in the same manner as its annual report. In the event of a separate report, the corporate governance statement must contain either the information required by DTR 7.2.6 R or a reference to the directors’ report where that information is made available;
Subject to DTR 7.2.11 R, an issuer which is required to prepare a group directors’ report within the meaning of section 415(2) of the Companies Act 2006 must include in that report a description of the main features of the group’s internal control and risk management systems in relation to the process for preparing consolidated accounts. In the event that the issuer presents its own annual report and its consolidated annual report as a single report, this information must be
Examples of when the FSA may cancel the listing of securities include (but are not limited to) situations where it appears to the FSA that:(1) the securities are no longer admitted to trading as required by these rules; or(2) the issuer no longer satisfies its continuing obligations for listing, for example if the percentage of shares in public hands falls below 25% or such lower percentage as the FSA may permit (the FSA may however allow a reasonable time to restore the percentage,
Subject to LR 5.2.6 R1LR 5.2.7 R, LR 5.2.10 R and LR 5.2.12 R, 1an issuer that wishes the FSA to cancel the listing of any of its equity shares1with a primary listing must:111(1) send a circular to the holders of the securities. The circular must:(a) comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);(b) be submitted to the FSA for approval prior to publication; and(c) include the anticipated date of cancellation (which must be not less than
LR 5.2.5 R (2) and LR 5.2.5A R1 will alsonot apply where an issuer of ordinary equity shares1 notifies a RIS;1(1) that the financial position of the issuer or its group is so precarious that, but for the proposal referred to in LR 5.2.7 R (2), there is no reasonable prospect that the issuer will avoid going into formal insolvency proceedings;(2) that there is a proposal for a transaction, arrangement or other form of reconstruction of the issuer or its group which is necessary
An issuer that wishes the FSA to cancel the listing of listed securities (other than ordinary equity shares1with a primary listing or ordinary equity shares to which LR 5.2.5A R apply1) must notify a RIS, giving at least 20 business days notice of the intended cancellation but is not required to obtain the approval of the holders of those securities contemplated in LR 5.2.5 R (2).1
Issuers with debt securities falling under LR 5.2.8 R must also notify, in accordance with the terms and conditions of the issue of those securities, holders of those securities or a representative of the holders, such as a trustee, of intended cancellation of those securities, but the prior approval of the holders of those securities in a general meeting need not be obtained.
In the circumstances of LR 5.2.10 R, the company must notify the security holders that the required 75% has been attainedand that the notice period has commenced and of the anticipated date of cancellation or the explanatory letter or other material accompanying the section 979 2notice must state that the notice period has commenced and the anticipated date of cancellation.2
1LR 5.2.5 R, LR 5.2.5A R and LR 5.2.8 R do not apply to the cancellation of ordinary equity shares of an issuer as a result of:(1) a takeover or restructuring of the issuer effected by a scheme of arrangement under Part 13 of the Companies Act 19852; or 2(2) an administration or liquidation of the issuer pursuant to a court order under the Insolvency Act 1986.
(1) If an issuer is required to prepare consolidated accounts according to the Seventh Council Directive 83/349/EEC, the audited financial statements must comprise:(a) consolidated accounts prepared in accordance with IFRS, and(b) accounts of the parent company prepared in accordance with the national law of the EEA State in which the parent company is incorporated. [Note: article 4(3) of the TD](2) If an issuer is not required to prepare consolidated accounts, the audited financial
(1) If an issuer is required to prepare consolidated accounts, the financial statements must be audited in accordance with Article 37 of the Seventh Council Directive 83/349/EEC.(2) If an issuer is not required to prepare consolidated accounts the financial statements must be audited in accordance with Articles 51 and 51a of the Fourth Council Directive 78/660/EEC.(3) The audit report, signed by the person or persons responsible for auditing the financial statements must be disclosed
The review required by DTR 4.1.8 R must:(1) be a balanced and comprehensive analysis of:(a) the development and performance of the issuer's business during the financial year; and(b) the position of the issuer's business at the end of that year,consistent with the size and complexity of the business;(2) include, to the extent necessary for an understanding of the development, performance or position of the issuer's business:(a) analysis using financial key performance indicators;
The management report required by DTR 4.1.8 R must also give an indication of:(1) any important events that have occurred since the end of the financial year;(2) the issuer's likely future development;(3) activities in the field of research and development;(4) the information concerning acquisitions of own shares prescribed by Article 22 (2) of Directive 77/91/EEC;(5) the existence of branches of the issuer; and(6) in relation to the issuer's use of financial instruments and where
(1) Responsibility statements must be made by the persons responsible within the issuer.(2) The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.(3) For each person making a responsibility statement, the statement must set out that to the best of his or her knowledge:(a) the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the
(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) 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) A notification made under paragraph (2) must set out where copies of the relevant document can be obtaine
(1) An issuer'ssecurities must be admitted to trading on a RIE's market for listed securities at all times.(2) An issuer must inform the FSA in writing without delay if it has:(a) requested a RIE to admit or re-admit any of its listed securities to trading; or(b) requested a RIE to cancel or suspend trading of any of its listed securities; or(c) been informed by a RIE that the trading of any of its listed securities will be cancelled or suspended.
(1) An issuer must publish its annual report and annual accounts as soon as possible after they have been approved.1(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.(3) The annual report and accounts must:1(a) have been prepared in accordance with the issuer's national law and, in all material respects, with national accounting standards or IAS; and1(b) have been independently audited
(1) If an issuer prepares both own and consolidated annual accounts it may publish either form provided that the unpublished accounts do not contain any significant additional information.1(2) If the annual accounts do not give a true and fair view of the assets and liabilities, financial position and profits or losses of the issuer or group, additional information must be provided to the satisfaction of the FSA.1(3) An issuer incorporated or established in a non-EEA State which
An issuer that meets the following criteria is not required to comply with LR 17.3.4 R:(1) The issuer is an issuer of asset backed securities and would if it were a debt issuer to which DTR 4 applied be relieved of the obligations to draw up and publish annual, half yearly financial reports and interim management statementsin accordance with DTR 4.4.2 R provided the issuer is not otherwise required to comply with any other requirement for the publication of annual reports and
An issuer must ensure that any circular it issues to holders of its listed securities about proposed amendments to a trust deed includes:(1) an explanation of the effect of the proposed amendments; and(2) either the full terms of the proposed amendments, or a statement that they will be available for inspection:(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;
(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:(a) an explanation of the reasons for the early redemption;(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;(c) a statement of any
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) the authority under which the issuer is constituted and the country of incorporation and registered number (if any);(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) a footnote
(1) An issuer'slistedsecuritised derivatives must be admitted to trading on a RIE's market for listed securities at all times.(2) An issuer must inform the FSA in writing as soon as possible if it has:(a) requested a RIE to admit or re-admit any of its listedsecuritised derivatives to trading; or(b) requested a RIE to cancel or suspend trading of any of its listedsecuritised derivatives; or(c) been informed by a RIE that the trading of any of its listedsecuritised derivatives
(1) An issuer must ensure that appropriate settlement arrangements for its listedsecuritised derivatives are in place.(2) Listedsecuritised derivatives must be eligible for electronic settlement, which includes settlement by a relevant system, as that term is defined in the Uncertificated Securities Regulations 1995 (SI 1995/3272).
If transferable securities are admitted to trading in more than one EEA State including the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed:(1) in English; and(2) either in a language accepted by the competent authorities of each Host State or in a language customary in the sphere of international finance, at the choice of the issuer. [Note: article 20(2) of the TD]
(1) If transferable securities are admitted to trading in one or more EEA States excluding the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed either:(a) in a language accepted by the competent authorities of those Host States; or(b) in a language customary in the sphere of international finance,at the choice of the issuer.(2) Where the United Kingdom is the Home State, regulated information must be disclosed either in English or
If transferable securities whose denomination per unit amounts to at least 50,000 Euros (or an equivalent amount) are admitted to trading in the United Kingdom or 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,
This section applies to:(1) an issuer:(a) whose transferable securities are admitted to trading; and(b) whose Home State is the United Kingdom; [Note: article 21(1) of the TD](2) a person who has applied, without the issuer's consent, for the admission of its transferable securities to trading on a regulated market; and [Note: article 21(1) of the TD](3) transferable securities that are admitted to trading only in the United Kingdom which is the Host State and not in the Home
(1) When disseminating regulated information an issuer or other person must ensure that the minimum standards contained in DTR 6.3.4 R to DTR 6.3.8 R are met.(2) An issuer or person must entrust a RIS with the disclosure of regulated information to the public and must ensure that the RIS complies with the minimum standards contained in DTR 6.3.4 R to DTR 6.3.8 R.[Note: article 12(1) of the TD implementing directive]11
Regulated information must be communicated to the media in a manner which ensures the security of the communication, minimises the risk of data corruption and unauthorised access, and provides certainty as to the source of the regulated information. Security of receipt must be ensured by remedying as soon as possible any failure or disruption in the communication of regulated information. An issuer or person is not responsible for systemic errors or shortcomings at the media to
Regulated information must be communicated to a RIS in a way which:(1) makes clear that the information is regulated information;(2) identifies clearly: (a) the issuer concerned;(b) the subject matter of the regulated information; and(c) the time and date of the communication of the regulated information by the issuer or the person.[Note: article 12(5) of the TD implementing directive]
Upon request, an issuer or other person must be able to communicate to the FSA, in relation to any disclosure of regulated information:(1) the name of the person who communicated the regulated information to the RIS;(2) the security validation details;(3) the time and date on which the regulated information was communicated to the RIS;(4) the medium in which the regulated information was communicated; and(5) details of any embargo placed by the issuer on the regulated information,
11If the process of applying for admission of securities is likely to be very onerous due to the frequent or irregular nature of allotments and if no prospectus or listing particulars are required for the securities, an applicant may apply for a block listing of a specified number of the securities.
1An applicant applying for admission to listing by way of a block listing must submit in final form, at least two business days before the FSA is to consider the application, a completed Application for Admission of Securities to the Official List. An application in respect of multiple schemes must identify the schemes but need not set out separate block listing amounts for each scheme.1Note: The Application for Admission of Securities to the Official List form can be found on
(1) An applicant applying for admission to listing by way of a block listing must notify an RIS of the number and type of securities that are the subject of the block listing application and the circumstances of their issue.(2) The notification in paragraph (1) must be made by 9 a.m. on the day the FSA is to consider the application.
Every six months the applicant must notify a RIS of the details of the number of securities covered by the block listing which have been allotted in the previous six months, using the Block Listing Six Monthly Return.1Note: A copy of the Block Listing Six Monthly Return can be found on the UKLA section of the FSA website.
An issuer that wishes to synchronise block listing six monthly returns for a number of block listing facilities may do so by providing the return required by LR 3.5.6 R earlier than required to move the timing of returns onto a different six monthly cycle. An issuer with multiple block listing facilities should ensure that allotments under each facility are separately stated.
In respect of transferable securities which are admitted to trading on a regulated market, this section applies to: (1) an issuer whose Home State is the United Kingdom in accordance with article 2.1(i)(i) of the TD; and(2) an issuer who chooses the United Kingdom as its Home State in accordance with article 2.1(i)(ii) of the TD.
An issuer must, at the end of each calendar month during which an increase or decrease has occurred, disclose to the public:(1) the total number of voting rights and capital in respect of each class of share which it issues.[Note: article 15 of the TD]; and(2) the total number of voting rights attaching to shares of the issuer which are held by it in treasury.
The issuer must ensure that a senior manager of the issuer verifies the application by confirming on the FSA's form that the issuer has obtained the appropriate third party advice or reports as required by RCB 2.3.16 D and is satisfied that:(1) the information provided in the application is correct and complete; and (2) the arrangements relating to the covered bond or programme will comply with the requirements in the RCB Regulations and in RCB.
(1) In determining the likely price
significance of the information an issuer should
assess whether the information in question would be likely to be used by a
reasonable investor as part of the basis of his investment decisions and would
therefore be likely to have a significant effect on the price of the issuer'sfinancial
instruments (the reasonable investor test). [Note: Article
1(2) 2003/124/EC](2) In determining whether information
would be likely to have a significant effect
The reasonable investor test requires
an issuer:(1) to take into account that the significance
of the information in question will vary widely from issuer to issuer, depending on a variety of factors
such as the issuer's size, recent
developments and the market sentiment about the issuer and
the sector in which it operates; and(2) to assume that a reasonable investor
will make investment decisions relating to the relevant financial
instrument to maximise his economic self in
It is not possible to prescribe
how the reasonable investor test will apply in all possible situations. Any
assessment should take into consideration the anticipated impact of the information
in light of the totality of the issuer's activities,
the reliability of the source of the information and other market variables
likely to affect the relevant financial instrument in
the given circumstances. However, information which is likely to be considered
relevant to a reasonable investor's
An issuer and
its advisers are best placed to make an initial assessment of whether particular
information amounts to inside information.
The decision as to whether a piece of information is inside
information may be finely balanced and the issuer (with
the help of its advisers) will need to exercise its judgement.Note:DTR 2.7 provides additional guidance
on dealing with market rumour.
(1) Subject to the limited ability
to delay release of inside information to
the public provided by DTR 2.5.1 R, an issuer is
required to notify, via a RIS,
all inside information in its
possession as soon as possible.(2) If an issuer is
faced with an unexpected and significant event, a short delay may be acceptable
if it is necessary to clarify the situation. In such situations a holding
announcement should be used where an issuer believes
that there is a danger of inside information
The FSA is aware that many issuers provide unpublished information to
third parties such as analysts, employees, credit rating agencies, finance
providers and major shareholders, often in response to queries from such parties.
The fact that information is unpublished does not in itself make it inside information. However, unpublished
information which amounts to inside information is
only permitted to be disclosed in accordance with the disclosure
rules and an issuer must
ensure