Our Corporate Finance and Legal Expert Groups contributed to our response to the ISDX consultation – Proposed changes to the Growth Market Rules for Issuers and Corporate Adviser Handbook in advance of the Market Abuse Regulation (MAR) coming into effect on 3 July 2016.
We noted our concern that a company complying with MAR does not necessarily indicate its compliance with Rule 32 and vice-versa. This premise could potentially result in conflicting situations for companies, where they are either required to disclose inside information, despite carefully considered legal requirements indicating the contrary, or to prejudice their own legitimate commercial interests, or where ISDX Regulation takes disciplinary action against them despite their compliance with MAR. We encouraged ISDX Regulation to issue, through FAQs, one or more examples of a circumstance in which an announcement is required under the Growth Market Rules for Issuers, but not MAR. If no examples that can be easily understood by small and mid-size quoted companies and their advisers are identified, we encouraged ISDX Regulation to delete the Rule.
We supported the amendment to Rule 71 regarding the code of dealing that signposts an ISDX company’s obligation under Article 19 of MAR.
We did not support ISDX Regulation’s decision to retain the existing requirement in Rule 43 that all transactions by persons discharging managerial responsibility (including members of their families and connected persons) must be disclosed. This would create unnecessary confusion for ISDX companies.
We supported ISDX Regulation's proposed changes to reverse takeovers, Rule 75 – Website and Rule 44 – Financial Reporting.