to a government department, the Bank of England, the Competition Commission, the Takeover Panel or any other regulatory body or authority for the purposes of fulfilling a legal or regulatory obligation; or
otherwise to such a body in connection with the performance of the functions of that body.
4Disclosure of inside information by a broker to a potential buyer regarding the fact that the seller of qualifying investments is a person discharging managerial responsibilities or the identity of the person discharging managerial responsibilities or the purpose of the sale by the person discharging managerial responsibilities where:
the disclosure is made only to the extent necessary, and solely in order to dispose of the investment;
the illiquidity of the stock is such that the transaction could not otherwise be completed; and
the transaction could not be otherwise completed without creating a disorderly market;
will not, of itself, amount to market abuse (improper disclosure).
In the opinion of the FSA whether the disclosure is permitted by the rules of a prescribed market , a prescribed auction platform,3 of the FSA or the Takeover Code; or, the following factors are to be taken into account in determining whether or not the disclosure was made by a person in the proper course of the exercise of his employment, profession or duties, and are indications that it was:
whether the disclosure is accompanied by the imposition of confidentiality requirements upon the person to whom the disclosure is made and is:
reasonable and is to enable a person to perform the proper functions of his employment, profession or duties; or
reasonable and is (for example, to a professional adviser) for the purposes of facilitating or seeking or giving advice about a transaction or takeover bid; or
- (e) 2
the disclosure is made by a person ("A") only to the extent necessary, and solely in order, to offer to dispose of the investment to, or acquire the investment from, the person receiving the information; and2
it is reasonable for A to make the disclosure to enable him to perform the proper functions of his employment, profession or duties.2
4X, a director at B PLC has lunch with a friend, Y, who has no connection with B PLC or its advisers. X tells Y that his company has received a takeover offer that is at a premium to the current share price at which it is trading.
4A, a person discharging managerial responsibilities in B PLC, asks C, a broker, to sell some or all of As shares in B PLC. C discloses to a potential buyer that A is a person discharging managerial responsibilities or discloses the identity of A, in circumstances where the fact that A is a person discharging managerial responsibilities or the identity of A, is , other than in the circumstances set out in MAR 1.4.4A C.
The following is an example of encouraging another to engage in market abuse (improper disclosure):
X, an analyst employed by an investment bank, telephones the finance director at B PLC and presses for details of the profit and loss account from the latest unpublished management accounts of B PLC.