On 3 July 2016, the Market Abuse Regulation (MAR) came into effect across the EU replacing and repealing the existing framework that has been in place since 2005. MAR creates a single market abuse rulebook across all EU Member States and introduces tougher and strengthened rules for issuers of securities listed or traded on EU markets.
As previously reported, the scope of MAR now extends to financial instruments admitted to trading on a multilateral trading facility (MTF) (e.g. the Irish Stock Exchange’s GEM or the London Stock Exchange’s AIM) and, following the application of MiFID II on 3 January 2018, financial instruments traded on an organised trading facility (OTF). MAR also extends to financial instruments, the price or value of which depends on, or has an effect on the price or value of, a financial instrument traded on a regulated market, MTF or OTF (e.g. credit default swaps and contracts for differences).
Apart from the extension of the types of financial instruments and the trading venues, other key changes for issuers include:
- A prohibition on insider dealing, market manipulation and the unlawful disclosure of inside information
- Requirements concerning the public disclosure of inside information
- Obligations on issuers and their advisors to maintain insider lists
- Disclosure obligations for dealings in the issuers securities by “persons discharging managerial responsibilities” and persons closely associated with them
As an EU Regulation, MAR is directly effective. However, the Department of Finance has published national Regulations in order to amend and, in some parts, repeal the existing market abuse framework in Ireland. In addition, the Central Bank of Ireland has produced updated Market Abuse Rules and associated Guidance to take account of the changes.
Practical requirements
Insider lists
MAR imposes more rigorous requirements regarding the maintenance of insider lists. Insider lists are required to be prepared on a deal-specific/event-specific basis, and maintained in electronic format in accordance with a prescribed template and must be made available to the Central Bank of Ireland (Central Bank) as soon as possible upon request. The submission of this information to the Central Bank must be made using its Online Reporting System (ONR). The prescribed templates are available on the Central Bank’s website here. The Central Bank has also clarified that as Ireland does not have a “national identification number”, there is no requirement to state such a number on the list.
Managers’ and issuers’ obligations to disclose transactions under MAR
Article 19 of MAR obliges persons discharging managerial responsibilities (PDMRs) and persons closely associated with them to notify both the issuer and the relevant competent authority of every transaction (conducted on these persons’ accounts) relating to the shares or debt instruments of that issuer, or to derivatives or other financial instruments linked thereto. Such transactions must be notified no later than 3 business days after the date of the transaction. The information must also be made public by the issuer no later than 3 business days after the transaction.
The Central Bank did not exercise its discretion to increase the PDMR notification threshold to €20,000 and so the de minimis threshold remains €5,000 in value of transactions (without netting) per calendar year.
The submission of this information to the Central Bank must also be made using its ONR and the prescribed templates are available here.
The Irish Stock Exchange has also revised its Rulebooks to take account of the new MAR requirements.
Contributed by Patricia Taylor
