Disclosure updates
New disclosure regime for Contracts for Difference
A new disclosure regime for Contracts for Difference (CfDs) has been introduced with effect from 1 June 2009.
Under the new regime, any shareholder (or those with rights to acquire shares) of an issuer traded on a regulated market is required to simultaneously inform the issuer and the FSA of changes to major holdings in that issuer's shares, using the TR1 form. The issuer should disclose the notification by way of a “Holdings in Company” announcement.
The TR1 Form has been modified (see Appendix 2 of the Policy Statement) to accommodate these changes. We have updated the template held in RNS Submit accordingly.
More information is available on the FSA’s website:
http://www.fsa.gov.uk/pages/Doing/UKLA/company/notifications/index.shtml
A review of Interim Management Statements is one of the features in issue 21 of the UKLA’s newsletter List! which is now available on their website:
The UKLA have issued an update to clarify their interpretation of the Disclosure and Transparency Rules (DTRs) with regard to the production and announcement of the Annual Financial Report.
DTR 6.3.5 (1) requires issuers to publish regulated information in unedited full text. While the Annual Financial Report (previously known as the Annual Report) is exempt from this, certain key information contained in the report must be released in full text via a Regulatory Information Service. Issuers should announce this information no later than they make the annual financial report public.
The annual financial report must be published no later than four months after the end of each financial year.
The annual financial report produced by an issuer must include at least:
- audited financial statements prepared in accordance with the applicable accounting standards
- a management report
- an appropriate statement of assurance from persons responsible in the issuer, and
- provide an indication from which website the annual financial report is available.
The headline “Annual Report and Accounts” has been changed to "Annual Financial Report" and this should be used when the following information is being released to the market;
- the unedited full text announcement required under DTR 6.3.5(2)(b)
- the indication from which website the report can be found and
- where applicable, for announcements regarding the publication of the Annual Report through the Document Viewing Facility (LR 9.6.1).
Final Results
There is now no specific requirement to produce a preliminary statement of results. However, Preliminary statements (where issued) will continue to be released under the "Final Results" headline. Any information announced in a preliminary statement does not need to be repeated when the company announces its annual financial report although the FSA suggests that an issuer may wish to make reference to the announcement containing the required information.
The FSA have indicated that they do not consider the use of PDF as fulfilling the obligation to release in unedited full text. However, PDF maybe used for all the parts of the Annual Report which are not specified in the minimum content requirement for the Annual Financial Report. RNS can meet issuer requirements in this area through our PDF hosting service whereby PDF documents are held on the Exchange’s website and may be accessed via a hyperlink contained in a regulatory announcement.
View an announcement with a hosted pdf
View the UKLA’s latest guidance
New FSA disclosure regime for short positions in publicly quoted financial companies.
The obligation is to disclose positions exceeding this threshold to the market by means of a Regulatory Information Service by 3.30pm the following business day.
To facilitate clear identification of the new disclosure types, a new headline is now available through RNS:
Short Selling Disclosure ("SSD")
- Headline category – Short Selling DIsclosure
- Headline description/purpose - to disclose notifiable short positions in publicly quoted financial companies.
A new form ‘TR4’ has been created specifically for the disclosure of the above positions and this can be found in the templates section on the RNS Submit site or by contacting RNS on +44 (0)20 7797 4400 or via email to rns@londonstockexchange.com.
View more information on the new rule
FSA disclosure regime for significant short positions in companies undertaking rights issues – 20 June 2008
Since 20 June 2008, the FSA has required the disclosure of significant short positions in stocks admitted to trading on prescribed markets which are undertaking rights issues.
A significant short position is defined as 0.25 per cent of the issued shares achieved via short selling or by any instruments giving rise to an equivalent economic interest. The obligation will be to disclose positions exceeding this threshold to the market by means of a Regulatory Information Service by 3.30pm the following business day.
To facilitate clear identification of the new disclosure types, two new headlines will be available through RNS:
1) Announcement re: Rights Issue ("ARI")
- Headline category - Announcement re: Rights Issue
- Headline description/purpose - to be used by issuers when announcing their intention to undertake a Rights Issue. This will generally be announced at the time of the circular being posted to shareholders.
2) Disclosure of Short Position in company undertaking a Rights Issue ("DSP")
- Headline category - Disclosure of Short Position
- Headline description/purpose - this headline will be used by investors who have a short position in excess of 0.25per cent in a company which is undertaking a Rights Issue.
A new form ‘TR3’ has been created specifically for the disclosure of the above positions and this can be found in the templates section on the RNS Submit site or by contacting RNS on +44 (0)20 7797 4400 or via email to rns@londonstockexchange.com
View more information on the rules
On 25 July, the UKLA published the 16th edition of List! This includes sections on the approach taken to prospectus disclosures in limited access situations and other more general enquiries; the intended approach to “retail cascade” debt issues; and information on the treatment of REITS under the listing Rules. In the Continuing Obligations section, issues covered include the co-ordination of insider lists and project lists; definition of PDMRs; the timing of Results announcements andd also timing of trading statements. List! is published in the Library section of the FSA website at www.fsa.gov.uk
From 6 April 2007, there will no longer be a requirement to announce a change in the trustee’s holding of shares where directors are beneficiaries. This results from changes to the Companies Act (repeal of sections 323-329 and parts 2-4 of schedule 13 of the Companies Act 1985). From that date, the disclosure of directors’ interests and announcements which need to be made in relation to such interests will be governed only by the UKLA’s Disclosure and Transparency rules which require PDMRs and “connected persons” to disclose dealings on their own account in shares of the company.
Please consult your advisers if in doubt as to the application of this change in requirements to your company.
