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Status: Please note you should read all Brexit changes to the FCA Handbook and BTS alongside the main FCA transitional directions. Where these directions apply the 'standstill', firms have the choice between complying with the pre-IP completion day rules, or the post-IP completion day rules. To see a full list of Handbook modules affected, please see Annex B to the main FCA transitional directions.

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Preamble

THE EUROPEAN COMMISSION,

Having regard to the Treaty on the Functioning of the European Union,

Having regard to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, and in particular the third subparagraph of Article 19(15) thereof,

Whereas:

  1. (1)

    In order to foster efficiency in the process of notifying managers' transactions and provide comparable information to the public, it is appropriate to lay down uniform rules regarding how the information requested is to be notified and made public through a single template.

  2. (2)

    The template should contain the information on all the transactions conducted on a particular day by persons discharging managerial responsibilities or persons closely associated with them. To provide a comprehensive view to the public, the template should allow for the presentation of the transactions on an individual basis and also in an aggregated form. The aggregated information should indicate the volume of all the transactions of the same nature on the same financial instrument that have been carried out on the same trading day and on the same trading venue, or outside any trading venue, as a single figure representing the arithmetical sum of the volume of each transaction. It should also indicate the corresponding volume-weighted average price. When filling in the template transactions of different nature, such as purchases and sales, should never be aggregated nor should be netted between themselves.

  3. (3)

    To simplify the process of amending an incorrect notification already notified, the template should include a field to be used in the amending notification for identifying the original notification and explaining the inaccuracy within it.

  4. (4)

    This Regulation is based on the draft implementing technical standards submitted by the European Securities and Markets Authority to the Commission.

  5. (5)

    The European Securities and Markets Authority has conducted open public consultations on the draft implementing technical standards on which this Regulation is based, analysed the potential related costs and benefits and requested the opinion of the Securities Markets Stakeholder Group established in accordance with Article 37 of Regulation (EU) No 1095/2010 of the European Parliament and of the Council.

  6. (6)

    In order to ensure the smooth functioning of the financial markets, it is necessary that this Regulation enters into force as a matter of urgency and that the provisions laid down in this Regulation apply from the same date as those laid down in Regulation (EU) No 596/2014,

HAS ADOPTED THIS REGULATION:

Article -2 Application

This Regulation applies in accordance with Regulation (EU) No 596/2014.

Article -1 Interpretation

For the purposes of this Regulation, where a term is defined in Article 3(1) of Regulation (EU) No 596/2014 that definition applies.

Article 1 Definitions

For the purposes of this Regulation, the following definition shall apply: "electronic means" are means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio, optical technologies, or any other electromagnetic means.

Article 2 Format and template for the notification

  1. (1)

    Persons discharging managerial responsibilities and persons closely associated with them shall ensure that the template for notifications set out in the Annex is used for the submission of the notifications of the transactions referred to in Article 19(1) of Regulation (EU) No 596/2014.

  2. (2)

    Persons discharging managerial responsibilities and persons closely associated with them shall ensure that electronic means are used for the transmission of the notifications referred to in paragraph 1. Those electronic means shall ensure that completeness, integrity and confidentiality of the information are maintained during the transmission and provide certainty as to the source of the information transmitted.

  3. (3)

    The Financial Conduct Authority shall specify and publish on its website the electronic means referred to in paragraph 2 with respect to the transmission to it.

Article 3 Entry into force

This Regulation shall enter into force on the day following that of its publication in the Official Journal of the European Union.

It shall apply from 3 July 2016.

Signature

Done at Brussels, 10 March 2016.

For the Commission

The President

Jean-Claude JUNCKER

ANNEX Template for notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

[For natural persons: the first name and the last name(s).]

[For legal persons: full name including legal form as provided for in the register where it is incorporated, if applicable.]

2

Reason for the notification

[For persons discharging managerial responsibilities: the position occupied within the issuer, emission allowances market participant should be indicated, e.g. CEO, CFO.]

[For persons closely associated,

  • - An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;
  • - Name and position of the relevant person discharging managerial responsibilities.]

a)

Position/status

[For persons discharging managerial responsibilities: the position occupied within the issuer, / emission allowances market participant should be indicated, e.g. CEO, CFO.] [For persons closely associated,

— An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;

— Name and position of the relevant person discharging managerial responsibilities.]

b)

Initial notification/Amendment

[Indication that this is an initial notification or an amendment to prior notifications. In case of amendment, explain the error that this notification is amending.]

3

Details of the issuer or emission allowance market participant

[Full name of the entity.]

a)

Name

b)

LEI

[Legal Entity Identifier code in accordance with ISO 17442 LEI code.]

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

[- Indication as to the nature of the instrument:

  • - a share, a debt instrument, a derivative or a financial instrument linked to a share or a debt instrument;
  • - an emission allowance, an auction product based on an emission allowance or a derivative relating to an emission allowance.

- Instrument identification code as defined under Commission Delegated Regulation (EU) 2017/590 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the reporting of transactions to competent authorities adopted under Article 26 of Regulation (EU) No 600/2014.]

b)

Nature of the transaction

[Description of the transaction type using, where applicable, the type of transaction identified in Article 10 of the Commission Delegated Regulation (EU) 2016/522 adopted under Article 19(14) of Regulation (EU) No 596/2014 or a specific example set out in Article 19(7) of Regulation (EU) No 596/2014.

Pursuant to Article 19(6)(e) of Regulation (EU) No 596/2014, it shall be indicated whether the transaction is linked to the exercise of a share option programme.]

c)

Price(s) and volume(s)

Price(s)

Volume(s)

[Where more than one transaction of the same nature (purchases, sales, lendings, borrows, ...) on the same financial instrument or emission allowance are executed on the same day and on the same place of transaction, prices and volumes of these transactions shall be reported in this field, in a two columns form as presented above, inserting as many lines as needed.

Using the data standards for price and quantity, including where applicable the price currency and the quantity currency, as defined under Commission Delegated Regulation (EU) 2017/590 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the reporting of transactions to competent authorities adopted under Article 26 of Regulation (EU) No 600/2014.]

d)

Aggregated information

  • - Aggregated volume
  • - Price

[The volumes of multiple transactions are aggregated when these transactions:

  • - relate to the same financial instrument or emission allowance;
  • - are of the same nature;
  • - are executed on the same day; and
  • - are executed on the same place of transaction.

Using the data standard for quantity, including where applicable the quantity currency, as defined under Commission Delegated Regulation (EU) 2017/590 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the reporting of transactions to competent authorities adopted under Article 26 of Regulation (EU) No 600/2014.]

[Price information:

  • - In case of a single transaction, the price of the single transaction;
  • - In case the volumes of multiple transactions are aggregated: the weighted average price of the aggregated transactions.

Using the data standard for price, including where applicable the price currency, as defined under Commission Delegated Regulation (EU) 2017/590 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the reporting of transactions to competent authorities adopted under Article 26 of Regulation (EU) No 600/2014.]

e)

Date of the transaction

[Date of the particular day of execution of the notified transaction.

Using the ISO 8601 date format: YYYY-MM-DD; UTC time.]

f)

Place of the transaction

[Name and code to identify the UK trading venue or EU trading venue, the systematic internaliser or the organised trading platform outside of the UK where the transaction was executed as defined under Commission Delegated Regulation (EU) 2017/590 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the reporting of transactions to competent authorities adopted under Article 26 of Regulation (EU) No 600/2014, or if the transaction was not executed on any of the above mentioned venues, please mention "outside a trading venue".]