On 20 November 2015, the FCA produced a consultation paper requesting responses to its proposal to amend its guidance about delaying disclosure of inside information in the Disclosure and Transparency Rules ("DTRs"). The FCA is seeking views on their proposals by 20 February 2016. The FCA notes that it is in the interests of both issuers and investors to have a clear understanding of the basis for classifying information as inside information so that they can properly understand their duties. The FCA states that its aim is to ensure the maintenance of a regime which produces transparency which is useful to investors.
The FCA is proposing to delete the last sentence of DTR 2.5.5.G to clarify that issuers may have a legitimate reason to delay disclosure in circumstances other than the non-exhaustive examples listed in DTR 2.5.3R or the circumstances listed in DTR 2.5.5AR.
The consultation paper also states that:
- Where an issuer has a commercial or PR-related preference to delay disclosure of inside information but public disclosure would not actually damage its interests, the issuer could not justify a delay by claiming that it would prejudice its legitimate interests; and
- Delaying disclosure to protect the price of a relevant security does not fall within the meaning of a legitimate interest.
This consultation paper can be found at:
http://www.fca.org.uk/static/documents/cp15-38.pdf
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