DTR 3.1
Purpose
1This chapter sets out the notification obligations of issuers, persons discharging managerial responsibilities and their connected persons in respect of transactions conducted on their own account in shares of the issuer, or derivatives or any other financial instrument relating to those shares.
Notification of transactions by persons discharging managerial responsibilities
Persons discharging managerial responsibilities and their connected persons, must notify the issuer in writing of the occurrence of all transactions conducted on their own account in the shares of the issuer, or derivatives or any other financial instruments relating to those shares within four business days of the day on which the transaction occurred. [Note: Article 6(4) Market Abuse Directive and Article 6(1) 2004/72/EC]
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(1)
5The Act provides that an individual who is not a director can still be a person discharging managerial responsibilities in relation to an issuer if they are a "senior executive of such an issuer" and they meet the criteria set out in the Act.
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(2)
5An individual may be a "senior executive of such an issuer" irrespective of the nature of any contractual arrangements between the individual and the issuer and notwithstanding the absence of a contractual arrangement between the individual and the issuer, provided the individual has regular access to inside information relating, directly or indirectly, to the issuer and has power to make managerial decisions affecting the future development and business prospects of the issuer.
The notification required by DTR 3.1.2 R must contain the following information:
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(1)
the name of the person discharging managerial responsibilities within the issuer, or, where applicable, the name of theperson connected with such a person;
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(2)
the reason for responsibility to notify;
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(3)
the name of the relevant issuer;
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(4)
a description of the financial instrument;
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(5)
the nature of the transaction (e.g. acquisition or disposal);
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(6)
the date and place of the transaction; and
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(7)
the price and volume of the transaction. [Note: Article 6(3) 2004/72/EC]
Notification of transactions by issuers to a RIS
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(1)
An issuer must notify a RIS of any information notified to it in accordance with:
- (a)
DTR 3.1.2 R(Notification of transactions by persons discharging managerial3responsibilities);2
23 - (b) 234
- (c)
section 793 of the Companies Act 2006 (Notice requiring information about interests in shares)2to the extent that it relates to the interests of a director or, as far as the issuer is aware, any connected person; and4
- (d)
paragraph 26 of the Model Code.4
- (a)
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(2)
The notification to a RIS described in paragraph (1) must be made as soon as possible, and in any event by no later than the end of the business day following the receipt of the information by the issuer.
The notification required by DTR 3.1.4 R must include the information required by DTR 3.1.3 R together with the date on which the notification was made to the issuer.
If an issuer makes the appropriate notification to the RIS under DTR 3.1.4 R (1)(a), a further notification to an RIS is not required in the event of it receiving information regarding the same dealing in a notification under section 793 of the Companies Act 20063.
2 2 2 3An issuer may use the form entitled Notification of Transactions of Directors, Persons Discharging Managerial Responsibility or Connected Persons to make the notification required by DTR 3.1.4 R.
An issuer with financial instrumentsadmitted to trading on a regulated market in the United Kingdom that does not fall within )DTR 1.1.1 R (2) or DTR 1.1.1 R (4), must notify equivalent information to that required by DTR 3.1.4 R and DTR 3.1.5 R to a RIS as soon as possible after the issuer becomes aware of the information.