The Transparency Directive (TD) principally harmonises requirements on companies regarding information disclosure. It focuses on what information companies must disclose periodically, how they handle investor disclosures and how they distribute regulated information. It also ensures that investors disclose their stakes in companies.
The Transparency Directive Amending Directive 2013/50/EU (TDAD) amends the TD, as well as the Transparency Directive Implementing Directive (TDID) and the Prospectus Directive (PD). The responsibility for implementing the TDAD is shared between the Treasury and the FCA.
Why are we consulting on this?
This joint consultation between the Treasury and the FCA sets out in broad terms the proposed amendments to FSMA and details of the FCA’s proposed amendments to the DTRs (including the text of the proposed rule changes) that are required as a result of the TDAD modifications.
This consultation also identifies other modifications made by the TDAD to TD provisions that may impact the current regime but either do not require new or amended DTRs to implement, or DTRs are not yet required.
The FCA is also taking this opportunity to propose other miscellaneous changes to the DTRs that it has identified as necessary to improve the current UK regime.
We are consulting to obtain feedback from investors, issuers and market participants on our proposals for implementing the TDAD, our proposals on other TD modifications made by the TDAD which may impact the current regime and also on the FCA’s proposals on other DTR changes.
Who is this Consultation Paper aimed at?
This Consultation Paper 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 our DTRs apply
- listed companies who are required by LR9.2.6BR, LR14.3.23R or LR18.4.3R to comply with DTR4, DTR5 and DTR6 as if they were an issuer for the purposes of the DTRs
- issuers of securitised derivatives who, under LR19.4.11BR, we believe should comply with DTR4, DTR5 and DTR6 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
- firms or persons investing or dealing in listed securities
- primary information providers
This consultation will also be of interest to consumers who directly or indirectly deal and invest in listed securities or shares admitted to trading on a prescribed market.
What is the background to this?
Following a review of the TD by the European Commission (EC), the TDAD came into force on 26 November 2013. Each Member State is required to implement the TDAD within 24 months of that date.
At the Treasury’s request, we have already implemented the new requirement to report on payments to governments, which is effective for financial years beginning on or after 1 January 2015. Also at the Treasury’s request, we have already removed the requirement to publish interim management statements from the DTRs. Both changes are reflected in the DTRs contained in the FCA Handbook.
The implementation of the remaining provisions of the TDAD are addressed in this consultation.
What are the next steps?
We want to know what you think of our proposals. Please send your comments by 20 May 2015 in writing using the details on page 2 of the Consultation Paper.
We intend to publish our feedback towards the end of the year.
Amendment as at 3 August 2015: A draft of the Statutory Instrument, which sets out the proposed changes to FSMA regarding implementation of the Transparency Directive Amending Directive (referred to in paragraph 2.4 of CP15/11), is now available for comment from HM Treasury. To request a copy, please contact:
1 Horse Guards Road
Telephone: 020 7270 1986
Email: [email protected]
Any comments or questions regarding the draft Statutory Instrument should be sent directly to Katie Dunn. Comments must be received by HM Treasury by 4 September 2015. Please note that comments or questions on the draft Statutory Instrument should not be sent to the FCA.
Want to find out more?
For more information:
- see the consolidated 2013/50/EU text highlighting the TDAD amendments
- refer to the ESMA final report on the draft RTS under the TD
- look at the FCA Handbook