DTR 5.11 Third country issuers

An issuer whose registered office is in a third country will be treated as meeting equivalent requirements to those set out in DTR 5.8.12 R (2) (issuer to make public notifications of major shareholdings by close of third day following receipt) provided that the period of time within which the notification of the major holdings is to be effected to the issuer and is to be made public by the issuer is in total equal to or shorter than seven trading days.

[Note: article 19 of the TD implementing Directive]

An issuer whose registered office is in a third country will be treated as meeting equivalent requirements in respect of treasury shares to those set out in DTR 5.5.1 R provided that:

1. (1)

   if the issuer is only allowed to hold up a maximum of 5% of its own shares to which voting rights are attached, a notification requirement is triggered under the law of the third country whenever this the maximum threshold of 5% of the voting rights is reached or crossed;

2. (2)

   if the issuer is allowed to hold up to maximum of between 5% and 10% of its own shares to which voting rights are attached, a notification requirement is triggered under the law of the third country whenever this maximum threshold and or the 5% threshold of the voting rights are reached or crossed;

3. (3)

   if the issuer is allowed to hold more than 10% of its own shares to which voting rights are attached, a notification requirement is triggered under the law of the third country whenever the 5% or 10% thresholds of the voting rights are reached or crossed. Notification above the 10% threshold is not required for this purpose.

[Note: article 20 of the TD implementing Directive]

An issuer whose registered office is in a third country will be treated as meeting equivalent requirements to those set out in DTR 5.6.1 R (Disclosure by issuers of total voting rights) provided that the issuer is required under the law of the third country to disclose to the public the total number of voting rights and capital within 30 calendar days after an increase or decrease of such total number has occurred.

[Note: article 21 of the TD implementing Directive]

An issuer whose registered office is in a third country is exempted from DTR 5.5.1R, DTR 5.6.1R and DTR 5.8.12R(2) if:

1. (1)

   the law of the third country in question lays down equivalent requirements; or

2. (2)

   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]