Changes to the Listing Rules and DTRs "on hold" in relation to disclosure of directors' interests and employee benefit trusts
The Listing, Prospectus And Disclosure Rules (Miscellaneous Amendments) Instrument 20071 implements a number of amendments to both the Listing Rules and the Disclosure and Transparency Rules. One of these amendments would have reversed certain disclosure obligations which are not currently applicable as a result of changes brought about by the Companies Act 2006, had it been brought into effect as planned on 6 August 2007. The FSA has, however, confirmed orally to Herbert Smith that listed companies may ignore the new disclosure requirement in amended DTR3.1.4(1)(b) pending the outcome of further consultation. In the meantime, listed companies should continue to announce dealing disclosures from PDMRs and their connected persons in the usual way.
Prior to the Companies Act 2006, directors of listed companies were under an obligation to notify the company of any changes to their interests in shares. Following receipt of this notification, the company was required to make an announcement of the disclosure to the market (via an RIS). This disclosure requirement was wide enough to catch each dealing by the trustee of an employee benefit trust (where directors are beneficiaries) notwithstanding that the directors in question may not have benefited from such dealings.
The Companies Act 2006 effectively lifted this onerous obligation by removing the requirement of a director to make share disclosures to the company and absent a change to the DTRs, thus the obligation on the company to announce that disclosure to the market. DTR 3.1.4 currently therefore provides only for disclosures of dealings which are done by, or on the account of, PDMRs.2
Amendments due from 6 August 2007
The proposed amendments would have required listed companies to announce to the market not only any dealings by, or on the account of, PDMRs, but also any changes in a director's "beneficial and non-beneficial interests" in shares (as required to be included under amended LR9.8.6(1) in the company's Annual Report). This would have reversed the changes brought about by the Companies Act 2006 and resulted in trustee dealings being, once again, announceable to the market.
Position under review
Although the FSA has confirmed that listed companies may, for the time being, ignore the new disclosure requirement in amended DTR3.1.4(1)(b), it will be undertaking a review of the disclosure requirements at the first available opportunity. We shall, therefore, keep you informed of any developments.
For further guidance on which employees constitute "Persons Discharging Managerial Responsibilities" please see pages 15 and 16 of the July 2007 edition of FSA List!, which can be found at http://www.fsa.gov.uk/pubs/ukla/list_jul07.pdf