Equivalence of non-EEA regimes

As part of the implementation of the Transparency Directive, we have made rules on the financial reporting, major shareholding notification and general information requirements (DTRs 4 to 6) for issuers of shares and debt securities.

The Transparency Directive allows us to exempt third country issuers (where we are the competent authority) from certain requirements of the directive if we consider the law of the third country to be equivalent.

Financial reporting rules (DTR 4) exemption

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 regulated market in the UK that are incorporated in Switzerland will be exempt from these requirements:

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

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 4.4.8, issuers of securities admitted to trading on a regulated market in the UK with a registered office in the US and 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 US issuers that are exempt from any of the above US provisions governing periodic financial reporting as subject to those provisions and accordingly they are not exempt from DTR 4.1 and 4.2.

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 4.4.8, issuers of securities admitted to trading on a regulated market in the UK with a registered office is Canada and 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 Canadian issuers that are exempt from any of the above Canadian provisions governing periodic financial reporting as subject to those provisions and accordingly they are not exempt from DTR 4.1 and 4.2.

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

Major shareholding rules (DTR 5) exemption

We are satisfied that the laws governing major shareholder legislation in the following countries are equivalent. Issuers with securities admitted to trading on a regulated market in the UK that are incorporated in any of these countries are exempt from the requirements under DTR 5:

  • 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 regulated market in the UK that are incorporated in Switzerland are exempt from these requirements:

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

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.