The Transparency Directive 2004/109/EC

Author:Ms Tara O'Callaghan
Profession:Dillon Eustace
 
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  1. Implementation of the Transparency Directive Closed

    Ended Funds

    The Transparency Directive (2004/109/EC) (the

    "TD") was implemented into Irish law on 13th June

    2007 by the Transparency (Directive 2004/109/EC) Regulations

    2007 (the "Regulations") and has effect from this

    date. The TD seeks to enhance transparency in EU capital

    markets in order to improve investor protection and market

    efficiency. The Regulations establish disclosure requirements

    on an ongoing basis for issuers with securities admitted to

    trading on a regulated market situated or operating within the

    EU.

    The purpose of this memorandum is to provide an overview of

    the Directive, the Regulations and their scope, and to

    highlight their impact on the continuing obligations of listed

    closed ended funds. For the avoidance of doubt, collective

    investment undertakings of the open-end type are outside the

    scope of the TD.

    In Ireland, the Financial Regulator will become the

    competent authority under the Regulations and will delegate

    specified tasks to the Irish Stock Exchange ("ISE")

    for an interim period as permitted by the TD. Certain ongoing

    requirements currently set out in the continuing obligations

    section of the Listing Rules will be replaced by the provisions

    of the Regulations.

    The new obligations imposed by the regulations are set out

    below:-

  2. Disclosure of Periodic Financial Information

    (Regulations 4 to 9)

    The following key changes for listed issuers arise under

    Regulations 4 to 9 which relate to the publication of periodic

    financial information:

    (a) Shorter reporting deadlines (Regulations 4(2) and

    6(2)(b))

    Issuers are required to publish annual financial reports

    at the latest four months after the year end (currently

    allowed six months under the Listing Rules).

    Issuers are required to publish half-yearly financial

    reports at the latest two months after the period end

    (currently allowed four months under the Listing Rules).

    (b) Availability of annual and half-yearly reports

    (Regulations 4(2) and 6(2)(c))

    There is a new requirement for issuers to ensure that

    annual financial reports and half-yearly financial reports

    remain publicly available for at least five years.

    (c) Responsibility statements (Regulations 4(3)(c) and

    6(3)(c))

    There is a new requirement for issuers to include a

    responsibility statement in their annual and half-yearly

    reports. Regulation 8(5)(d) clarifies that the 'true and

    fair' view to be expressed in the responsibility

    statements for half-yearly reports is satisfied by including

    a statement...

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