Exemptions from Financial Reporting Aspects of the EU Transparency Directive

Author:Ms Catherine Moss and John Burnand
Profession:Fasken Martineau
 
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This Bulletin is of direct relevance to public companies having registered offices in Canada, listing or intending to list their securities on a UK regulated market. These include the Main Market of the London Stock Exchange and the PLUS-Listed Market1 but do not include AIM or the PLUS-Quoted Market (except in relation to DTR 5).

The Starting Point

The EU Transparency Directive 2004 (Directive) imposes certain content and timing requirements for financial reports on issuers of securities on regulated markets within the European Economic Area (EEA) (whether or not such issuers are themselves located in the EEA) and the UK Financial Services Authority (FSA) has implemented the Directive for UK regulated markets by introducing the Disclosure and Transparency Rules (DTRs).

Exemptions for Financial Reporting for Non-EEA Issuers

The FSA, however, has the power to exempt issuers whose registered offices are in states outside the EEA from the DTRs where it considers the laws of the relevant state to be equivalent to the requirements imposed by the DTRs.

On 4 October 2010, the FSA announced that it was satisfied that the periodic disclosure requirements in Canadian National Instruments NI 51-102, NI 52-107 and NI 52-109 and the rules governing financial reporting for issuers of securities in Canada made pursuant to such Instruments (Canadian Legislation) to be equivalent to the provisions of DTR 4.1 (Annual financial report), DTR 4.2 (Half-yearly financial reports) and DTR 4.3 (Interim management statements).

DTR 4.1 - Annual financial report - requires issuers to publish an annual report within four months of the end of the financial year including audited financial statements, a management report and responsibility statements similar to the CEO and CFO responsibility statements required under the US Sarbanes Oxley Act 2002.

DTR 4.2 - Half-yearly financial reports - requires issuers to release a half yearly report within two months of the end of the first six month period of the financial year containing a condensed set of financial statements, an interim management report and responsibility statements similar to the CEO and CFO responsibility statements required under the US Sarbanes Oxley Act 2002 including details of any important events in the relevant period, the principal risks and uncertainties for the remaining six months details of any related party transactions. Issuers of convertible securities and depositary receipts are not...

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