Disclosure Guidance and Transparency Rules or DTRs meaning

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard segments and introducing a single listing category for equity shares in commercial companies. The commercial companies category is strongly disclosure-led, with an emphasis on transparency, and sits alongside other listing categories, such as shell companies, secondary listing and closed-ended investment fund categories. A new UK Listing Rules sourcebook came into force to deliver and implement the reforms, and the previous Listing Rules sourcebook was revoked in full. For further details, see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the regime as it stood before 29 July 2024. The allotment and issue of shares are governed by statutory rules, which vary according to the type of company proposing the allotment (private or public, listed or unlisted) and whether that company has a single class or multiple classes of shares. This checklist sets out the procedure for a listed company to allot shares and to...

ARCHIVED : This archived Checklist outlines the principal reporting obligations for quoted companies with accounting periods commencing before 1 January 2019, under the Companies Act 2006, the Listing Rules, the Disclosure Guidance and Transparency Rules, and the 2016 edition of the UK Corporate Governance Code... It references rules, provisions and definitions that may have been repealed or altered, including legislation and regulation that applied before the UK left the European Union... For a maintained Checklist summarising the reporting requirements for quoted companies with accounting periods beginning on or after 1 January 2019, see Checklist: Annual report and accounts (quoted companies)—checklist—accounting periods on or after 1 January 2019... For periods beginning before 1 January 2019, this Checklist draws on the following sources: Companies Act 2006 (CA 2006) and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, SI 2008/410 (Large and Medium-sized Companies Regulations) Listing Rules (LRs) Disclosure Guidance and Transparency Rules (DTRs) UK Corporate Governance Code (UKCG...

STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 (CA 2006) are satisfied, where applicable. This is known as a share buyback or a purchase of own shares. In addition to CA 2006, there are other rules and guidelines that are relevant...

Disclosure of interests and dealings The reporting of shareholdings and transactions both before and throughout a takeover offer sits within a dense, robust and intersecting framework of statutes and rules. The Panel on Takeovers and Mergers (Panel) views these disclosures as essential to uphold the General Principle in the City Code on Takeovers and Mergers (Code) that every participant in an offer should prevent the formation of false markets in the securities of the offeror or the offeree. Practically, the obligation to reveal interests and trades during a takeover bid chiefly aims to discourage stakebuilding, where an individual amasses and parks, without any public announcement, a material stake in another company...

Share buybacks (purchase of own shares) A limited company can repurchase its own shares, provided the conditions in the Companies Act 2006 (CA 2006) are satisfied. This is commonly described as a share buyback or a purchase of own shares. Alongside CA 2006, other regimes are relevant where the company is listed or on AIM. In particular, a listed company must consider the Listing Rules (LRs) and the Disclosure Guidance and Transparency Rules (DTRs). An AIM company must consider the AIM Rules for Companies (AIM Rules); however, those rules do not expressly address share buybacks, and AIM Regulation has confirmed that, in most situations, an AIM company following the LRs for buybacks would be regarded as best practice. An AIM company is also subject to DTR 5. In addition, both listed and AIM companies may follow guidance issued by institutional investors. The CA 2006 restrictions applicable to share buybacks do not extend to unlimited companies. For further information on this type of company, see Practice Note: Unlimited companies...

1 Introduction 1.1 This memorandum is produced for the directors and proposed directors (the Directors) of the Company, to offer a high-level overview of the principal duties and obligations of a director of a company with shares admitted, or to be admitted, to AIM, a market run by London Stock Exchange plc (LSE). 1.2 Once a company’s securities are admitted to trading on AIM, the company and its directors are subject to an additional layer of regulation. This includes obligations set out in the AIM Rules for Companies issued by the LSE (AIM Rules), the Disclosure Guidance and Transparency Rules sourcebook (DTRs), the Prospectus Rules and the Market Abuse Regulation. 1.3 As a Director, you will be accountable, both individually and collectively with your fellow Directors, for the Company’s compliance with these requirements. The LSE has authority to impose fines or publicly censure an AIM company for breaches of the AIM Rules and may suspend or cancel the admission of the Company’s securities to AIM...