Equivalence of non-UK regimes

We have made rules on financial reporting, major shareholding notification and general information requirements (Disclosure Guidance and Transparency Rules (DTRs) 4 to 6) for issuers of shares and debt securities.

We are able to exempt third country issuers from certain requirements in DTRs 4 to 6 if we consider the law of the third country in question to be equivalent, or if the issuer complies with requirements of the law of a third country we consider to be equivalent.

Financial reporting rules (DTR 4) exemption

Countries that have adopted IFRS as issued by the IASB

We are satisfied that:

  • in respect of a financial year beginning on or before 31 December 2020, the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) are equivalent to IFRS as adopted by the EU in accordance with Regulation (EC) No 1606/2002 as it applies in the European Union; and 
  • in respect of a financial year beginning after 31 December 2020, the IFRS as issued by the IASB are equivalent to UK-adopted international accounting standards (within the meaning given by section 474(1) of the Companies Act 2006) for the purposes of the Transparency Rules

Therefore, in accordance with DTR 4.4.8R, issuers of securities admitted to trading on a UK regulated market with a registered office in a third country, which report their annual and half-yearly consolidated financial statements following IFRS as issued by the IASB are exempt from:

  • DTR TP 1(36) and DTR TP 1(38); and
  • DTR 4.1.6R(1) and DTR 4.2.4R(1)

EEA States

In respect of a financial year beginning after 31 December 2020, we are satisfied that International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of International Accounting Standards (as it applies in the European Union) (EU-adopted IFRS) are equivalent to UK-adopted international accounting standards (within the meaning given by section 474(1) of the Companies Act 2006) for the purposes of the Transparency Rules.

Therefore, in accordance with DTR 4.4.8R, in respect of a financial year beginning after 31 December 2020 issuers of securities admitted to trading on a UK regulated market with a registered office in a third country, which report their annual and half-yearly consolidated financial statements following EU-adopted IFRS are exempt from DTR 4.1.6R(1) and DTR 4.2.4R(1).

Switzerland

We are satisfied that the law governing financial reporting for issuers of shares in Switzerland is equivalent to the provisions of DTR 4 listed below. Issuers of shares admitted to trading on a UK regulated market that are incorporated in Switzerland will be exempt from these requirements:

  • 4.1.3R to 4.1.5R
  • 4.1.7R(1) and (3)
  • 4.1.8R
  • 4.1.9R
  • 4.1.11R to 4.1.13R
  • 4.2.2R
  • 4.2.3R
  • 4.2.6R
  • 4.2.7R
  • 4.2.8R(1)
  • 4.2.9R to 4.2.11R

United States

We are satisfied that the periodic disclosure requirements in Section 13(a) of Securities Exchange Act of 1934 and the rules governing financial reporting for issuers of securities in the US are equivalent to the provisions of DTR 4.1 and 4.2.

In accordance with DTR 4.4.8R, issuers of securities admitted to trading on a UK regulated market with a registered office in a third country, which are subject to the above US provisions governing periodic financial reporting will be exempt from DTR 4.1 and 4.2.

We do not regard issuers that are exempt from any of the above US provisions governing periodic financial reporting as subject to those provisions. Accordingly, they are not exempt from DTR 4.1 and 4.2.

The exemptions available under DTR 4.4.8R include exemption from the rules on annual financial reports (DTR 4.1). This exemption does not extend to DTR 4.1.7R(4), which relates to the identity of issuers' auditors rather than to annual financial reports.

Furthermore, we are satisfied that:

  • in respect of a financial year beginning on or before 31 December 2020, the Generally Accepted Accounting Principles of the United States are equivalent to International Financial Reporting Standards (IFRS) as adopted by the EU in accordance with Regulation (EC) No 1606/2002 as it applies in the European Union; and
  • in respect of a financial year beginning after 31 December 2020, the Generally Accepted Accounting Principles of the United States are equivalent to UK-adopted international accounting standards (within the meaning given by section 474(1) of the Companies Act 2006) for the purposes of the Transparency Rules

Therefore, in accordance with DTR 4.4.8R, issuers of securities admitted to trading on a UK regulated market with a registered office in a third country, which report their annual and half-yearly consolidated financial statements following the Generally Accepted Accounting Principles of the United States are exempt from:

  • DTR TP 1(36) and DTR TP 1(38)
  • DTR 4.1.6R(1) and DTR 4.2.4R(1)

Canada

We are satisfied that the periodic disclosure requirements in Canadian National Instruments NI 52-107 and NI 52-109 and the rules governing financial reporting for issuers of securities in Canada are equivalent to the provisions of DTR 4.1 and 4.2.

In accordance with DTR 4.4.8R, issuers of securities admitted to trading on a UK regulated market with a registered office in a third country, which are subject to the above Canadian provisions governing periodic financial reporting are exempt from DTR 4.1 and 4.2.

We do not regard issuers that are exempt from any of the above Canadian provisions governing periodic financial reporting as subject to those provisions. Accordingly, they are not exempt from DTR 4.1 and 4.2.

The exemptions available under DTR 4.4.8R include exemption from the rules on annual financial reports (DTR 4.1). This exemption does not extend to DTR 4.1.7R(4), which relates to the identity of issuers' auditors rather than to annual financial reports.

Furthermore, we are satisfied that:

  • in respect of a financial year beginning on or before 31 December 2020, the Generally Accepted Accounting Principles of Canada are equivalent to International Financial Reporting Standards (IFRS) as adopted by the EU in accordance with Regulation (EC) No 1606/2002 as it applies in the European Union; and
  • in respect of a financial year beginning after 31 December 2020, the Generally Accepted Accounting Principles of Canada are equivalent to UK-adopted international accounting standards (within the meaning given by section 474(1) of the Companies Act 2006) for the purposes of the Transparency Rules

Therefore, in accordance with DTR 4.4.8R, issuers of securities admitted to trading on a UK regulated market with a registered office in a third country, which report their annual and half-yearly consolidated financial statements following the Generally Accepted Accounting Principles of Canada are exempt from:

  • DTR TP 1(36) and DTR TP 1(38); and
  • DTR 4.1.6R(1) and DTR 4.2.4R(1)

China

We are satisfied that:

  • in respect of a financial year beginning on or before 31 December 2020, the Generally Accepted Accounting Principles of the People’s Republic of China are equivalent to International Financial Reporting Standards (IFRS) as adopted by the EU in accordance with Regulation (EC) No 1606/2002 as it applies in the European Union; and
  • in respect of a financial year beginning after 31 December 2020, the Generally Accepted Accounting Principles of the People’s Republic of China are equivalent to UK-adopted international accounting standards (within the meaning given by section 474(1) of the Companies Act 2006) for the purposes of the Transparency Rules

Therefore, in accordance with DTR 4.4.8R, issuers of securities admitted to trading on a UK regulated market with a registered office in a third country, which report their annual and half-yearly consolidated financial statements following the Generally Accepted Accounting Principles of China are exempt from:

  • DTR TP 1(36) and DTR TP 1(38); and
  • DTR 4.1.6R(1) and DTR 4.2.4R(1)

Japan

We are satisfied that:

  • in respect of a financial year beginning on or before 31 December 2020, the Generally Accepted Accounting Principles of Japan are equivalent to IFRS as adopted by the EU in accordance with Regulation (EC) No 1606/2002 as it applies in the European Union; and
  • in respect of a financial year beginning after 31 December 2020, the Generally Accepted Accounting Principles of Japan are equivalent to UK-adopted international accounting standards (within the meaning given by section 474(1) of the Companies Act 2006) for the purposes of the Transparency Rules

Therefore, in accordance with DTR 4.4.8R, issuers of securities admitted to trading on a UK regulated market with a registered office in a third country, which report their annual and half-yearly consolidated financial statements following the Generally Accepted Accounting Principles of Japan are exempt from:

  • DTR TP 1(36) and DTR TP 1(38); and
  • DTR 4.1.6R(1) and DTR 4.2.4R(1)

South Korea

We are satisfied that:

  • in respect of a financial year beginning on or before 31 December 2020, the Generally Accepted Accounting Principles of the Republic of Korea are equivalent to IFRS as adopted by the EU in accordance with Regulation (EC) No 1606/2002 as it applies in the European Union; and
  • in respect of a financial year beginning after 31 December 2020, the Generally Accepted Accounting Principles of the Republic of Korea are equivalent to UK-adopted international accounting standards (within the meaning given by section 474(1) of the Companies Act 2006) for the purposes of the Transparency Rules

Therefore, in accordance with DTR 4.4.8R, issuers of securities admitted to trading on a UK regulated market with a registered office in a third country, which report their annual and half-yearly consolidated financial statements following the Generally Accepted Accounting Principles of South Korea are exempt from:

  • DTR TP 1(36) and DTR TP 1(38); and
  • DTR 4.1.6R(1) and DTR 4.2.4R(1)

Major shareholding rules (DTR 5) exemption for issuers

We are satisfied that the laws governing major shareholder legislation in the following countries are equivalent. Issuers with securities admitted to trading on a UK regulated market that are incorporated in any of these countries are exempt from the requirements in DTR 5.5.1R, DTR 5.6.1R and DTR 5.8.12R(2):

  • USA
  • Japan
  • Israel
  • Switzerland

Information requirements (DTR 6) exemption

We are satisfied that the law governing information requirements for issuers of shares in Switzerland is equivalent to the following provisions of DTR 6. Issuers of shares admitted to trading on a UK regulated market that are incorporated in Switzerland are exempt from these requirements:

  • 6.1.3R(1)
  • 6.1.4R (to the extent that it relates to issuers of shares)
  • 6.1.5R(1) to (3) (sub sections (1) and (2) only to the extent that they relate to issuers of shares or shareholders)
  • 6.1.6R (only to the extent that it relates to issuers of shares)
  • 6.1.9R
  • 6.1.12R to 6.1.13R

Other third countries

As we complete further equivalence exercises, we may update the list of third countries we regard as equivalent in relation to relevant provisions of the DTRs.

We invite issuers and other interested parties who would like us to consider the equivalence of their domestic legislation in this area to give us details of why we should do so.