FCA issues Primary Market Bulletin No. 15 on PDMR transaction and delayed disclosure notifications under MAR
The Financial Conduct Authority (FCA) has issued Primary Market Bulletin No 15, which focuses on how issuers are expected to file notifications for transactions by persons discharging managerial responsibilities (PDMR) and notifications for delayed disclosure of inside information with the FCA under the Market Abuse Regulation (MAR), which comes into effect on 3 July 2016.
The FCA, the designated competent authority in the UK for MAR, states in this bulletin that, where an issuer has delayed disclosing inside information in accordance with Article 17 of MAR, the issuer must notify the FCA of the delay immediately following public disclosure of the information. The notification will be through an online form (currently available as draft for information). The issuer should only provide a written explanation of why the disclosure of inside information was delayed if requested by the FCA.
Regarding transactions by PDMRs, the FCA states that, according to Article 19 of MAR, PDMRs and persons closely associated with them are required to notify the issuer and the FCA of certain transactions in or related to the issuer’s financial instruments conducted on their own account and worth over €5,000. Such notification shall be made promptly and no later than three business days after the date of the transaction. The notification will be through an online form (currently available as draft for information).
The FCA highlights in this bulletin that it plans to work closely with market operators to monitor the application of MAR. For issuers quoted on Multilateral Trading Facilities (MTF), such as AIM and ISDX Growth Market, the FCA intends to collaborate with the market operators on compliance issues and real time monitoring.
FCA issues an update on closed periods and preliminary results under MAR
The FCA has also issued an update on closed periods and preliminary results under MAR. With regards to closed periods, the FCA highlights the new feature in Article 19 (11) MAR, where PDMRs are prohibited from dealing in the shares and debt instruments of the issuer (or linked financial instruments) during a ‘closed period’, except in certain specified circumstances.
Regarding preliminary results, the FCA states that, in light of the fact that issuers in the UK frequently announce preliminary results ahead of the final year-end results being published, the interpretation between MAR closed periods and preliminary results will continue to be discussed at the European level. The FCA will provide further clarification when available.
The FCA states that, pending clarification from the European Commission and ESMA, it will continue to take the view that where an issuer announces preliminary results, the closed period, where dealing is prohibited, is immediately before the preliminary results are announced. Under MAR, the length of the ‘closed period’ will be 30 days. This applies only where the preliminary announcement contains all inside information expected to be included in the year-end report.