Related provisions for MAR 1.3.18
1 - 12 of 12 items.
The following are examples of behaviour that may amount to insider dealing under the Market Abuse Regulation, but are not intended to form an exhaustive list:5(1) [deleted]5(2) front running/pre-positioning - that is, a transaction for a person's own benefit, on the basis of and ahead of an order (including an order relating to a bid)4 which he is to carry out with or for another (in respect of which information concerning the order is inside information), which takes advantage
The5 following factors may5be taken into account in determining whether or not a person'sbehaviour5 is in pursuit of legitimate business, and are indications that it is:(1) the extent to which the relevant trading by the person is carried out in order to hedge a risk, and in particular the extent to which it neutralises and responds to a risk arising out of the person's legitimate business; or(2) whether, in the case of a transaction on the basis of inside information about a
The5following factors may5 be taken into account in determining whether or not a person'sbehaviour in executing5 an order (including an order relating to a bid)41 on behalf of another is carried out legitimately in the normal course of exercise of that person’s employment, profession or duties5, and are indications that it is:(1) whether the person has complied with the applicable provisions of COBS2 , or their equivalents in the relevant jurisdiction;
5With reference to article 9(4) of the Market Abuse Regulation, examples of using inside information solely for the purpose of proceeding with a merger or public takeover may include:(1) seeking from holders of securities, issued by the target, irrevocable undertakings or expressions of support to accept an offer to acquire those securities (or not to accept such an offer);(2) making arrangements in connection with an issue of securities that are to be offered as consideration
The following descriptions are intended to assist in understanding certain behaviours which may constitute insider dealing under the Market Abuse Regulation and5 concern the definition of inside information relating to financial instruments other than commodityderivatives or emissions allowances or auctioned products based thereon:5(1) X, a director at B PLC has lunch with a friend, Y. X tells Y that his company has received a takeover offer that is at a premium
The following description is intended to assist in understanding certain behaviours which may constitute insider dealing under the Market Abuse Regulation and5 concerns the definition of inside information relating to commodity derivatives.Before the official publication of LME stock levels, a metals trader learns (from an insider) that there has been a significant decrease in the level of LME aluminium stocks. This information is reasonably expected to be disclosed in accordance
The following description is intended to assist in understanding certain behaviours which may constitute insider dealing under the Market Abuse Regulation and5concerns the definition of inside information relating to pending client orders. A dealer on the trading desk of a firm dealing in oil derivatives accepts a very large order from a client to acquire a long position in oil futures deliverable in a particular month. Before executing the order, the dealer trades
The following connected descriptions are intended to assist in understanding certain behaviours which may constitute insider dealing under the Market Abuse Regulation and concern5 the differences in the definition of inside information for commodity derivatives and for other financial instruments.(1) A person deals, on a trading venue5 , in the equities of XYZ plc, a commodity producer, based on inside information concerning that company. (2) A person
3Issuers should be aware that ESMA has issued guidelines under article 17(11) of the Market Abuse Regulation which contain a non-exhaustive indicative list of the legitimate interests of issuers to delay disclosure of inside information and situations in which delayed disclosure is likely to mislead the public. The ESMA MAR delayed disclosure guidelines are available here: https://www.esma.europa.eu/sites/default/files/library/2016-1478_mar_guidelines_-_legitimate_interests.p
(1) Delaying disclosure of inside information will not always mislead the public, although a developing situation should be monitored so that if circumstances change an immediate disclosure can be made.(2) Investors understand that some information must be kept confidential until developments are at a stage when an announcement can be made without prejudicing the legitimate interests of the issuer.
(1) In the FCA’s opinion, paragraph 5(1)(8)(a) of the ESMA MAR delayed disclosure guidelines does3 not envisage that an issuer will: 2(a) delay public disclosure of the fact that it is in financial difficulty or of its worsening financial condition and is limited to the fact or substance of the negotiations to deal with such a situation; or2(b) delay disclosure of inside information on the basis that its position in subsequent negotiations to deal with the situation will be jeopardised
An issuer should not be obliged to disclose impending developments that could be jeopardised by premature disclosure. Whether or not an issuer has a legitimate interest which would be prejudiced by the disclosure of certain inside information is an assessment which must be made by the issuer in the first instance. 321
(1) [deleted]2(2) Selective2 disclosure cannot be made to any person simply because they owe the issuer a duty of confidentiality. For example, an issuer contemplating a major transaction which requires shareholder support or which could significantly impact its lending arrangements or credit-rating may selectively disclose details of the proposed transaction to major shareholders, its lenders and/or credit-rating agency as long as the recipients are bound by a duty of confidentiality. An
The5following factors may5be taken into account in determining whether or not a personwho possesses inside information ought to know that it is inside information for the purposes of the final indent of article 8(4) of the Market Abuse Regulation5:(1) if a normal and reasonable person in the position of the person who has inside information would know or should have known that the person from whom he received it is an insider; and(2) if a normal and reasonable person in the position
The5following factors may5 be taken into account in determining whether or not information has been made public5, and are indications that it has5(and therefore is5not inside information):(1) whether the information has been disclosed to a prescribed market or a prescribed auction platform3 through a regulatory information service or RIS or otherwise in accordance with the rules of that market;(2) whether the information is contained in records which are open to inspection by
The following are examples of behaviour5 that might fall within the scope of article 14(b) of the Market Abuse Regulation5:(1) a director of a company, while in possession of inside information, instructs an employee of that company to sell a financial instrument5 in respect of which the information is inside information;(2) a person recommends or advises a friend to engage in behaviour5 which, if he himself engaged in it, would amount to market abuse.
If an issuer is relying on article 17(4) or 17(5) of the Market Abuse Regulation1 to delay the disclosure of inside information it should prepare a holding announcement to be disclosed in the event of an actual or likely breach of confidence. Such a holding announcement should include the details set out in DTR 2.2.9 G (2).
The following behaviours5are indications of unlawful disclosure5:(1) disclosure of inside information by the director of an issuer to another in a social context; and(2) selective briefing of analysts by directors of issuers or others who are persons discharging managerial responsibilities.
4Disclosure of inside information by a broker to a potential buyer regarding the fact that the seller of financial instruments5 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:(1) the disclosure is made only to the extent necessary, and solely in order to dispose of the investment;(2) the illiquidity
The5 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:(1) whether the disclosure is permitted by the rules of a trading venue5 a prescribed auction platform,3 of the FCA or the Takeover Code; or(2) whether the disclosure is accompanied by the imposition
The following descriptions are intended to assist in understanding certain behaviours which may constitute unlawful disclosure under the Market Abuse Regulation:54444(1) 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.(2) 4A, a person discharging managerial responsibilities in B PLC, asks C, a broker,
An issuer and its advisers are best placed to make an initial assessment of whether particular information amounts to inside information. The decision as to whether a piece of information is inside information may be finely balanced and the issuer (with the help of its advisers) will need to exercise its judgement.Note:DTR 2.7 provides additional guidance on dealing with market rumour.
(1) [deleted]1(2) If an issuer is faced with an unexpected and significant event, a short delay may be acceptable if it is necessary to clarify the situation. In such situations a holding announcement should be used where an issuer believes that there is a danger of inside information leaking before the facts and their impact can be confirmed. The holding announcement should:(a) detail as much of the subject matter as possible;(b) set out the reasons why a fuller announcement
The FCA is aware that many issuers provide unpublished information to third parties such as analysts, employees, credit rating agencies, finance providers and major shareholders, often in response to queries from such parties. The fact that information is unpublished does not in itself make it inside information. However, unpublished information which amounts to inside information is only permitted to be disclosed in accordance with the requirements of the Market Abuse Regula
Where there is press speculation or market rumour regarding an issuer, the issuer should assess whether a disclosure obligation arises under article 17(1) of the Market Abuse Regulation1. To do this an issuer will need to carefully assess whether the speculation or rumour has given rise to a situation where the issuer has inside information.
The knowledge that press speculation or market rumour is false may not1 amount to inside information. If1 it does amount to inside information, the FCA expects that there may be cases where1 an issuer would be able to delay disclosure1 in accordance with article 17(4) or 17(5) of the Market Abuse Regulation1.
Examples of when the FCA may require the suspension of trading of a financial instrument include:(1) if an issuer fails to make an2 announcement as required by the Market Abuse Regulation2 within the applicable time-limits which the FCA considers could affect the interests of investors or affect the smooth operation of the market; or(2) if there is or there may be a leak of inside information and the issuer is unwilling or unable to issue an appropriate2 announcement required
(1) [deleted]65(2) 5An individual may be a "senior executive", as defined in article 3(1)(25)(b) of the Market Abuse Regulation,6 irrespective of the nature of any contractual arrangements between the individual and the issuer and notwithstanding the absence of a contractual arrangement between the individual and the issuer, provided the individual has regular access to inside information relating, directly or indirectly, to the issuer and has power to make managerial decisions
2Articles 26a, 26b and 26c respectively provide for a proportionate disclosure regime for rights issues (as defined by the PD Regulation); for small and medium-sized enterprises and companies with reduced market capitalisation; and for issues by credit institutions referred to in Article 1 (2) (j) of the PD.4Proportionate schedule for rights issues26a1.The proportionate schedules set out in Annexes XXIII and XXIV shall apply to rights issues, provided that the issuer has shares