DTR 1 Introduction

The disclosure requirements and the disclosure guidance apply to all persons to whom the FCA is obliged to apply the provisions of the Market Abuse Regulation relating to disclosure under article 22 of that Regulation.

The purpose of DTR 1, DTR 2 and DTR 3 is to provide guidance on aspects of the disclosure requirements.

Other relevant parts of Handbook

Note: Other parts of the Handbook that may also be relevant to persons to whom the disclosure requirements and the disclosure guidance apply include DEPP (Decision Procedure and Penalties Manual) and Chapter 9 of SUP (the Supervision manual).

The following Regulatory Guides are also relevant:

1. The Enforcement Guide (ENFG)

2. [intentionally blank]

Note: A list of regulated markets can be found on the FCA website.

Telephone calls to and from the FCA may be recorded for regulatory purposes. The FCA may also require the issuer, person discharging managerial responsibilities, connected person or their advisers to provide information in writing.

If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it may distribute the information as soon as possible to:

1. (1)

   not less than two national newspapers in the United Kingdom;

2. (2)

   two newswire services operating in the United Kingdom; and

3. (3)

   a RIS for release as soon as it opens.

The fact that a RIS is not open for business is not, in itself, sufficient grounds for delaying the disclosure or distribution of inside information.

If trading of an issuer's financial instruments is suspended, the issuer, any persons discharging managerial responsibilities and any connected person must continue to comply with all applicable disclosure requirements.

Examples of when the FCA may require the suspension of trading of a financial instrument include:

1. (1)

   if an issuer fails to make an announcement as required by the Market Abuse Regulation within the applicable time-limits which the FCA considers could affect the interests of investors or affect the smooth operation of the market; or

2. (2)

   if there is or there may be a leak of inside information and the issuer is unwilling or unable to issue an appropriate announcement required by article 17 of the Market Abuse Regulation within a reasonable period of time.

The decision-making procedures to be followed by the FCA when it:

1. (1)

   requires the suspension of trading of a financial instrument; or

2. (2)

   refuses an application by an issuer to lift a suspension of trading of a financial instrument;

are set out in DEPP.

FEES 4 sets out the fees payable by an issuer to the FCA.

1. (1)

   If the FCA considers that an issuer, a person discharging managerial responsibilities or a connected person has breached any of the disclosure requirements it may, subject to the provisions of the Act, impose on that person a financial penalty or publish a statement censuring that person.

2. (2)

   If the FCA considers that a former director was knowingly concerned in a breach by an issuer it may, subject to the provisions of the Act, impose on that person a financial penalty.