In this Policy Statement we report on the main issues arising from CP15/11 and publish final rules.
Why are we issuing this Policy Statement?
On 20 March 2015 the FCA published a joint Consultation Paper (CP) with HM Treasury (the Treasury) setting out the proposals to implement the Transparency Directive Amending Directive 2013/50/EU (TDAD) through changes to the Financial Services and Markets Act 2000 (FSMA) and the FCA’s Disclosure Rules and Transparency Rules (DTRs). In this Policy Statement the Treasury and the FCA summarise feedback from that CP and set out respective responses to it.
The FCA also took the opportunity to propose other miscellaneous changes to the DTRs in the CP which were not directly related to TDAD implementation but were required to clarify or improve the current regime. We set out the feedback to those proposals and the FCA’s responses to it.
The new rules will come into force on 26 November 2015. On that date it is expected that all vote holders should reconsider their holdings and, if applicable, recalculate and make a new notification within the timeframes set out in DTR5.8.3R. In particular vote holders should take into account that the DTR notification requirements will be applicable to stock lending transactions from that date.
Policy Statement 15/26 (PDF)
Who is this Policy Statement aimed at?
This Policy Statement will be of interest to:
- issuers of securities admitted to trading on a regulated market where the UK acts as home
or host Member State and the FCA’s DTRs apply - firms or persons investing or dealing in listed securities or securities admitted to trading on
a regulated market or prescribed market - listed companies who are required by LR 9.2.6BR, LR 14.3.23R or LR 18.4.3R to comply with
DTR 4, DTR 5 and DTR 6 as if they were an issuer for the purposes of the DTRs - issuers of securitised derivatives who, following LR 19.4.11BR, the FCA considers should
comply with DTR 4, DTR 5 and DTR 6 as if they were an issuer of debt securities as defined
in the DTRs - issuers of securities admitted to trading on a prescribed market in the UK
- firms advising issuers
- firms advising persons investing or dealing in listed securities or securities admitted to
trading on a regulated market or prescribed market - primary information providers
It will be of interest to consumers who directly or indirectly deal and invest in:
- listed securities
- securities admitted to trading on a regulated market or prescribed market
What are the next steps?
To meet the deadline set out in the Directive, the TDAD will be implemented in the UK on 26 November 2015 through changes to FSMA and the FCA’s DTRs. The changes will affect all issuers of securities and vote holders who are subject to these rules. The FCA’s other changes to the DTRs, which were proposed in CP15/11, will also take effect on this date.
Want to find out more?
- ESMA TD Questions and Answers paper
- CP 15/11: Implementation of the Transparency Directive Amending Directive (2013/50/EU) and other Disclosure Rule and Transparency Rule Changes
- The Transparency Regulations 2015