The Financial Conduct Authority (FCA) has published the 33rd edition of its Primary Market Bulletin (PMB No.33). It contains an update on various issues, including the FCA’s review of delayed disclosure notifications.
Feedback on review of delayed disclosure notifications
In November 2020, the FCA published a review of notifications of delayed disclosure of inside information (see our blog post here).
Following publication of the review, the FCA says that it has received a number of queries. It clarifies that the review did not contain any new guidance and was not intended to drive wholesale changes to market practice. In particular the FCA reiterates that:
- Periodic financial information – Issuers should begin with the assumption that information relating to financial results could constitute inside information and the FCA expects issuers to exercise judgement in assessing whether inside information exists.
- Board changes – Following feedback on the challenges of complying with the obligation to announce inside information as soon as possible in the context of board changes, the FCA acknowledges that the question of whether information is “precise” requires judgement. The FCA also refers issuers to the guidance in its Technical Note on Assessing and handling inside information.
Major shareholding notifications and total voting rights announcements
In 2020, the FCA conducted a review of the way that UK issuers announced changes to total voting rights and the effect on major shareholding notifications.
DTR 5.6.1 requires an issuer to disclose the total number of voting rights, and the total number of voting rights attaching to treasury shares, at the end of each month if there has been a change in those numbers during the month. If there is a material increase or decrease during the month, an immediate total voting rights announcement may be required under DTR 5.6.1A.
DTR 5 also requires holders of shares and certain financial instruments to notify the FCA and the relevant issuer when certain thresholds are reached or crossed.
Recommendations made by the FCA following its review include:
- issuers should report changes to total voting rights clearly and on time at the end of each calendar month during which an increase or decrease occurred, even if this information has previously been disclosed in accordance with DTR 5.6.1A; and
- issuers should report total voting rights figures as a distinct announcement using “Total Voting Rights” as a headline and selecting as the classification for the regulated information “Total number of voting rights and capital”.
The new on-line portal for investors to submit TR-1 notifications of major shareholdings electronically (see our blog post here) is now live and TR-1 notifications must now be sent via the portal.
Payments to governments
In 2020 the FCA conducted a review of disclosures made by those issuers in the extractive sector required to report on their payments to governments in accordance with DTR 4.3A.
The FCA reminds issuers of the key requirements in relation to contents, publication and filing of these disclosures (in particular filing with the National Storage Mechanism in XML format).
The FCA also reminds issuers that no determinations of equivalence have been made by the FCA in respect of DTR 4.3A and so all issuers within scope are required to comply, even if they report similar information in another jurisdiction.