FCA Handbook - DTR 4.4 Exemptions

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DTR 4.4 Exemptions

Public sector issuers

The rules on annual financial reports (DTR 4.1) and half-yearly financial reports (DTR 4.2) do not apply to:

(1)
a state;
(2)
a regional or local authority of a state;
(3)
a public international body of which at least one state is a member;
(4)
the European Central Bank;
(5)
the European Financial Stability Facility (EFSF) established by the EFSF Framework Agreement and any other mechanism established with the objective of preserving the financial stability of European monetary union by providing temporary financial assistance to the EEA States whose currency is the euro; and
(6)
national central banks.

[Note: article 8(1)(a) of the TD]

Debt issuers

The rules on annual financial reports in DTR 4.1 (including DTR 4.1.7R (4) and half-yearly financial reports (DTR 4.2) do not apply to an issuer that issues exclusively:

(1) debt securities admitted to trading the denomination per unit of which is at least 100,000 euros (or an equivalent amount);

[Note: article 8(1)(b) of the TD and article 45(1) of the Audit Directive]

(2)plain vanilla listed bonds (where these are issued by an ESCC subsidiary); or

(3) both of the securities referred to in (1) and (2).

The rules on half-yearly financial reports (DTR 4.2) do not apply to a credit institution whose shares are not admitted to trading and which has, in a continuous or repeated manner, only issued debt securities provided that:

(1)
the total nominal amount of all such debt securities remains below 100,000,000 Euros; and
(2)
the credit institution has not published a prospectus in accordance with the rules in PRM.

[Note: article 8(2) of the TD]

The rules on half-yearly financial reports do not apply to an issuer already existing on 31 December 2003 which exclusively issue debt securities unconditionally and irrevocably guaranteed by the United Kingdom or by a regional or local authority of United Kingdom, on a regulated market.

[Note: article 8(3) of the TD]

Issuers of convertible securities

The rules on half-yearly financial reports (DTR 4.2) do not apply to an issuer of transferable securities convertible into shares.

Issuers of depository receipts

The rules on half-yearly financial reports (DTR 4.2) do not apply to an issuer of depository receipts.

Third countries – Equivalence

An issuer whose registered office is in a third country is exempted from the rules on:

(1) annual financial reports in DTR 4.1 (other than DTR 4.1.7R (4) which continues to apply);
(2) half-yearly financial reports (DTR 4.2); and
(3) reports on payments to governments (DTR 4.3A)

if the law of the third country in question lays down equivalent requirements or the issuer complies with requirements of the law of a third country that the FCA considers as equivalent.

[Note: article 23(1) of the TD]

The FCA maintains a published list of third countries, for the purpose of DTR 4.4.8R, whose laws lay down requirements equivalent to those imposed upon issuers by this chapter, or where the requirements of the law of that third country are considered to be equivalent by the FCA.Such issuers remain subject to the following requirements of DTR 6:

(1)
the filing of information with the FCA;
(2)
the language provisions; and
(3)
the dissemination of information provisions.