The FCA and HM Treasury have jointly published Consultation Paper 15/11: Implementation of the Transparency Directive Amending Directive (2013/50/EU) and other Disclosure Rule and Transparency Rule Changes (CP15/11).
In CP15/11 HM Treasury and the FCA set out proposals to implement the Transparency Directive Amending Directive 2013/50/EU (TDAD), which amends the Transparency Directive (TD), the Transparency Directive Implementing Directive (TDID) and the Prospectus Directive (PD). The responsibility for implementing the TDAD is shared between HM Treasury, which has the power to make changes to the Financial Services and Markets Act 2000 (FSMA), and the FCA, under its Disclosure Rules and Transparency Rules (DTRs).
In CP15/11 the implementation of the remaining provisions of the TDAD are addressed (the FCA has already implemented the new requirement to report on payments to governments and removed the TD requirement to publish interim management statements). In CP15/11 HM Treasury sets out in broad terms the proposed amendments to FSMA. It also covers the FCA implementation through the DTRs and sets out the proposed rule changes required as a result of the TDAD modifications including:
- the requirement to disclose voting rights arising from holdings of financial instruments that have a similar economic effect to holding shares;
- the extension of the deadline to publish half-yearly reports and the period of time for which financial reports are publicly available;
- changes to the rules on the home Member State;
- a new stabilisation exemption; and
- changes to the definition of an issuer.
Other modifications to the TDAD provisions are identified in CP15/11 which either do not require new or amended DTRs to implement, or are not yet required. These include the introduction of minimum administrative measures and sanctions, national storage mechanism – central access point and harmonised electronic reporting format.
The FCA is also proposing miscellaneous changes to the DTRs that are not required by the TDAD, but will improve or clarify existing rules in the FCA Handbook. This includes:
- the current treatment of stock lending and borrowing in DTR5.1.1R(5) and DTR5.1.3R(6);
- the treatment of investment managers under DTR5.1.5R
- the current drafting of DTR5.11.6R; and
- the equivalence provisions for third country issuers (non-EEA issuers).
The deadline for comments to CP15/11 is 20 May 2015.