Published: 27th November 2017


Of relevance to: Any firm or individual who directly or indirectly deals in, or any firm who issues, any financial instrument (FI) that is:

  • admitted to trading on a regulated market or for which a request for admission to trading has been made;
  • traded on a Multilateral Trading Facility (MTF), admitted to trading on an MTF or for which a request for admissions to trading on an MTF has been made;
  • traded on an Organised Trading Facility (OTF) (from MiFID II‘s applicability);
  • not admitted to trading on one of those venues, but the price or value of which depends on or has an effect on the price or value of an FI.
Last updated: 21 November 2017 – New Q7.8 and Q7.9

ESMA issues these Q&As to promote consistency in the application of the Market Abuse Regulation (“MAR”) framework within Europe, applicable in the UK from 3 July 2016.

Whilst the Q&As are not legally binding, their application will be rigorously scrutinised by ESMA and national competent authorities such as the FCA.

That said, the intention is to help issuers, investors and other market participants by providing clarity on the content of the market abuse rules, rather than creating an extra layer of requirements.

Questions and Answers are included on:
5.   Disclosure of inside information
6.   Prevention and detection of market abuse
7.   Managers’ transactions
8.   Investment recommendation and information recommending or suggesting an investment strategy
9.   Market soundings
10. Insider lists

NEW:
Trading during closed periods and prohibition of insider dealing
Q7.8 How should permission to trade in a closed period, which may be granted in certain circumstances to persons discharging managerial responsibilities (“PDMRs”) in accordance with Article 19(12) of MAR, be considered in the context of Article 14 of MAR?
A7.8 The insider dealing prohibition contained in Article 14 of MAR applies during closed periods referred to in Article 19(11) of MAR in the same way as it does at any other time, and must therefore be complied with by PDMRs. This means that when an issuer allows a PDMR to trade under Article 19(12) of MAR, the general insider dealing provisions still apply and the PDMR must always give consideration as to whether or not the relevant transaction would constitute insider dealing
Types of transactions by PDMRs prohibited during closed periods
Q7.9 Are the types of “transaction” by a PDMR prohibited during a closed period under Article 19(11) of MAR the same as those types of transaction subject to the notification requirements set out under Article 19(1) of MAR?
A7.9 The insider dealing prohibition contained in Article 14 of MAR applies during closed periods referred to in Article 19(11) of MAR in the same way as it does at any other time, and must therefore be complied with by PDMRs. This means that when an issuer allows a PDMR to trade under Article 19(12) of MAR, the general insider dealing provisions still apply and the PDMR must always give consideration as to whether or not the relevant transaction would constitute insider dealing
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