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As part of the implementation of the Transparency Directive (TD), the FSA has 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 TD allows us to exempt third country issuers (where we are the competent authority) from certain requirements of the TD if we consider the law of the third country to be equivalent.

Financial Reporting Rules (DTR 4) Exemption

Switzerland

On examination the FSA is 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 - 4.1.5, 4.1.7(1) & (3), 4.1.8, 4.1.9, 4.1.11 - 4.1.13
4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.8(1), 4.2.9 - 4.2.11
4.3 (in its entirety)

United States

On examination the FSA is 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, 4.2 and 4.3. In accordance with DTR 4.4.8, issuers of securities admitted to trading on a regulated market in the UK whose registered office is in the US and who are subject to the above-mentioned US provisions governing periodic financial reporting will be exempt from DTR 4.1, 4.2 and 4.3. US issuers which are exempt from any of the above US provisions governing periodic financial reporting are not considered to be subject to those provisions and accordingly will not be exempt from DTR 4.1, 4.2 and 4.3.

Canada

On examination the FSA is satisfied that the periodic disclosure requirements in Canadian National Instruments NI 51-102, NI 52-102 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, 4.2 and 4.3. In accordance with DTR 4.4.8, issuers of securities admitted to trading on a regulated market in the UK whose registered office is in Canada and who are subject to the above-mentioned Canadian provisions governing periodic financial reporting will be exempt from DTR 4.1, 4.2 and 4.3. Canadian issuers which are exempt from any of the above-mentioned Canadian provisions governing periodic financial reporting are not considered to be subject to those provisions and accordingly will not be exempt from DTR 4.1, 4.2., and 4.3.
NB: 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

On examination the FSA is 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 will be exempt from the requirements under DTR 5.

  • USA
  • Japan
  • Israel
  • Switzerland

Information Requirements (DTR 6) Exemption

On examination the FSA is 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 will be exempt from these requirements.

6.1.2, 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, and 6.1.11 - 6.1.13.

Other third countries

The list of third countries which may be considered equivalent in relation to relevant provisions of the DTRs may be updated as the FSA completes further equivalence exercises.

Issuers and other interested parties who would like us to consider the equivalence of their domestic legislation in this area, are invited to approach us setting out details of why the regime should be considered equivalent.