On June 30, 2016 the Financial Conduct Authority (FCA) published Primary Market Bulletin No. 16 focussing on the FCA’s consultation paper CP15/35 on the implementation of the Market Abuse Regulation (MAR).
Since the publication of CP15/35, the FCA has been reviewing its Knowledge Base and procedures in order to identify guidance or procedures that might be affected by the implementation of MAR. As a result, the FCA is proposing to amend 11 Technical Notes and delete three Technical Notes to reflect the changes being introduced by MAR. These relate to issues that will be addressed by MAR and include transactions conducted by persons discharging managerial responsibilities, management of inside information and share buy-back programmes conducted during a closed period.
The FCA lists the Technical Notes being deleted and amended in the Primary Market Bulletin and on a website, which includes links to blacklines of the proposed changes to the notes.
Many of the changes are amendments to citations and cross references. However, some are more substantive. The FCA notes that it is proposing to delete one paragraph from UKLA/TN/520.2 (Delaying disclosure/dealing with leaks and rumours) in light of Articles 7 and 17 of MAR. The paragraph refers to guidance for an issuer to publish interim announcements in relation to inside information and will now directly address delays in the disclosure of inside information. Additionally, following the implementation of MAR, the European Securities and Markets Authority (ESMA) will be publishing guidelines and Regulatory Technical Standards on when disclosure of inside information can be delayed, as well as a non-exhaustive indicative list of legitimate interests. Given the impending guidance from ESMA, DTR references have been deleted in the Technical Note. Once ESMA has published these guidelines and Regulatory Technical Standards, the FCA may reconsider whether it is appropriate to consult on additional Technical Notes.
In the Primary Market Bulletin the FCA reiterates its position on closed periods and preliminary results, noting 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.
Additionally, following the amendment made to the definition of ‘issuer’ by the Transparency Directive Amending Directive, the FCA received feedback suggesting this changed the scope of the vote holder notification regime, and this regime will now apply to all global depository receipt (GDR) issuers. The FCA had proposed to amend Technical Note 541.2 on the scope and application of vote holder and issuer notification rules, but is still clarifying whether DTR 5 can be expected to apply to GDR issuers. However, given the feedback received, discussions are now taking place at a European level and the FCA will therefore postpone amendment of this Technical Note until it receives clarification on this issue.
(FCA, Primary Market Bulletin No. 16, 30.06.16)