On 30 March 2009, the FSA issued a communication providing clarification on its interpretation of the requirements contained in the Disclosure and Transparency Rules (DTRs) regarding the dissemination of annual financial reports by listed companies.

The FSA's communication reminds issuers that although annual financial reports are exempt from the general rule requiring issuers to publish regulated information via a RIS in unedited full text, the exemption does not extend to information "of a type that would be required to be disseminated in a half-yearly financial report". Under the DTRs, information of a type that would be required to be disseminated in a half-yearly financial report and which is contained in an annual financial report must be published via a RIS in unedited full text (DTR 6.3.5R). The FSA believes that this type of information will include (i) financial statement line items required under the half-yearly report, (ii) a management report and (iii) responsibility statements.

Although this requirement does not seem to have been picked up universally by issuers, a number of issuers are including this information in their announcements intimating the publication of their annual financial reports.

The FSA also indicated that where a company has published a preliminary statement of annual results and has included the information required by DTR 6.3.5R in its preliminary statement, it does not need to repeat such information in the announcement intimating the publication of its annual financial report. The FSA does, however, suggest that it may be useful in such circumstances for issuers to cross-refer to their preliminary statement when announcing the publication of their annual financial reports.

Clear market practice on the content of the announcement intimating the publication of an annual financial report is yet to develop. This latest communication from the FSA may lead to issuers including the information required by DTR 6.3.5R in their preliminary statements and then cross-referring to it in their announcement intimating the publication of their annual financial reports rather than including all the necessary DTR 6.3.5R information in the announcement intimating the publication of their annual financial reports.

View the FSA communication (3 page pdf).