Proposed minor changes to DTR
15 March 2010
The FSA has recently consulted on some minor
changes to the Disclosure and Transparency Rules (“DTRs”). Their
proposals include:
Amendment to DTR
5.3: Disclosure of shareholding during a rights issue
The amendment would exempt investors who passively
receive nil-paid rights during a rights issue from aggregating them
with other holdings they may have for the purpose of determining
whether an announcement may be required under DTR 5 in respect of a
change in their holdings. The proposed exemption would not be
available for any nil-paid rights received which the investor
trades (or any other disclosable interests) during the rights offer
period. The FSA’s concern is to ensure that those shareholders who
had no wish to alter their economic exposure to the issuer would,
but for this amendment, be under an obligation to disclose a change
of holding when they received nil-paid rights.
Amendment to DTR
5.6: disclosure by issuers of total voting rights
This amendment would require issuers to make an
immediate announcement of any significant change in total voting
rights (“TVR”) of the number of shares in issue share that it has
admitted to trading on a regulated market (e.g. the London Stock
Exchange Official List) or a prescribed market (e.g. the AIM
Market) at any time during a month in which it changes
significantly (e.g. due to the completion of a rights issue). The
FSA proposes that issuers be obliged to announce a new TVR at the
point the change occurs if the new figure represents a dilution of
10% or more.
Amendment to DTR
4.4.8: audit of third country issuers
The FSA intends to clarify the exemptions
currently afforded under DTR 4.4.8 to issuers whose registered
office is in a non-EEA state and whose laws are considered by the
FSA to be equivalent to UK laws. At present, DTR 4.4.8R exempts
such overseas issuers from the need to publish annual, half-yearly
and interim management accounts in accordance with DTRs 4.1, 4.2
and 4.3. However, the FSA wishes to clarify that this exemption
does not extend to the provisions of DTR 4.1.7R(4), meaning that
such issuers still need to comply with the rules on preparing
audited accounts and the need for their auditors to appear on the
relevant register of overseas auditors.
Amendment to DTR
4.4.3R: exemptions for debt issuers
In addition, the FSA also wishes to clarify that
the provisions in DTR 4.1.7R(4) do not apply to an issuer which has
only debt securities admitted to trading the denomination per unit
of which is at least €50,000.
The FSA is expected to report back on the results
of its consultation shortly, which closed on 6 March 2010.
For further information, please contact
Anthony Brockbank
or Dominic
Gurney-Champion.