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Disclosure updates


Financial Conduct Authority and Prudential Regulation Authority

Effective 1 April 2013, the Financial Services Authority has been replaced by the Financial Conduct Authority and Prudential Regulation Authority in 2013 as required by the Financial Services Act 2012.

The following disclosure pro formas have been updated accordingly and can be located in the TEMPLATES section on the RNS Submit website or by contacting RNS on +44 (0)20 7797 4400 or via email to rns@londonstockexchange.com

TR-1 Holding in Company
Director/PDMR Shareholding
Block Listing Six Monthly Return  

 

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

 

 

 

National Storage Mechanism / Document Viewing Facility

The FSA Document Viewing Facility closed on 1st September 2010.  Documents should now to be sent to the National Storage Mechanism (NSM).  Issuers will no longer be required to forward two copies of all documents in hard copy to the FSA.

Please note that the NSM does not replace the RIS regime as the mechanism for disclosing regulated information.  The NSM is located at http://www.hemscott.com/nsm.do,

A prospectus appearing on the NSM will not fulfil the issuer’s obligation under PR 3.2.4 to make the document available to the public.  RNS customers can publish prospectuses via RNS as PDF attachments.

The FSA / UKLA have emphasised that issuers should ensure that they use the correct headline code and category when making a regulatory announcement so that end users are able to search for documents and announcements accurately and quickly.

Please go to the FSA / UKLA website for more information:

http://www.fsa.gov.uk/pages/Doing/UKLA/Contact/nsm/index.shtml

Changes to Short Selling disclosures – new form TR5

Updated FSA rules on short selling came into force on 6 August 2010.  The rules and guidance have been incorporated in FINMAR, the new Financial Stability and Market Confidence Sourcebook.

The rules are broadly unchanged but changes have been made to the disclosure requirements.  Forms TR3 (rights issues) and TR4 (UK financial stocks) have been replaced by a single form TR5.  The TR5 form should be used for disclosures of short positions relating to securities which are the subject of a rights issue and also for disclosures of short positions related to securities in a UK Financial Sector Company.

The FSA Handbook has been revised and the relevant rules can be found in Chapter 2 of the FINMAR section.

http://fsahandbook.info/FSA/html/handbook/FINMAR/2

The list of UK financial stocks where disclosure of short positions is required has also been updated.

http://www.fsa.gov.uk/pubs/other/Shortselling_list.pdf

RNS CUSTOMERS PLEASE NOTE:  The new TR5 form is available in RNS Submit.  Simply click on the ‘Templates’ tab and select the TR5 form from the dropdown list.  Any disclosures under this rule and on the new form should be made by selecting the headline category 'Short Selling Disclosure'.

 

New disclosure regime from The Takeover Panel

The Takeover Panel have announced changes to their disclosure regime with effect from 19 April 2010.  The new rules will be applied to all offers and possible offers from that date.

"Opening position disclosures" must be made by any person who is interested in 1% or more of any class of relevant securities of an offeree or offeror company.  The new rules will require disclosure of positions even if no trades are made during the offer period.  Full details of the rule changes and the new disclosure requirements can be found on the Takeover Panel's website.

RNS CUSTOMERS PLEASE NOTE - From 19 April, a number of new headlines, together with their full descriptions, can be found here.  New disclosure forms will also be available via RNS Submit.  Simply click on the 'Templates' tab and select the relevant Rule 8 form from the dropdown list.

Please contact RNS Customer Services on +44 (0) 207 797 4400 should you require the forms in hard copy.

New disclosure regime from the FSA

Effective from 6 April 2010, the FSA has restructured the Listing Regime into two listing segments - Premium and Standard.  Securities with a Premium Listing are subject to more stringent super-equivalent standards while securities with a Standard Listing meet EU minimum standards.  Companies will be able to migrate from one Listing segment/category to another without the need for cancellation and relisting.

RNS CUSTOMERS PLEASE NOTE - There are currently no requirements to provide information regarding listing category on any announcements made via an RIS.  The UKLA website will provide information on the listing category of each security on the Official List, and the FSA are continuing to work with Primary and Secondary Information Providers to assess the most appropriate method of displaying this information.

More information about the changes together with a guide to Frequently Asked Questions can be found on the FSA's website.

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

 
List! 21 Out Now

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:
 
 
Annual Financial Report
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.

Since 23 September 2008, the FSA now require daily disclosure of all net short positions in excess of 0.25 per cent of the ordinary share capital of the relevant companies held at market close on the previous working day.

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

FSA publishes List! edition 16 - July 2007

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
 
Change to EBT/PDMR disclosures from 6 April 2007

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.


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