MAR 1.4 5Unlawful disclosure

The following behaviours5are indications of unlawful disclosure5:

1. (1)

   disclosure of inside information by the director of an issuer to another in a social context; and

2. (2)

   selective briefing of analysts by directors of issuers or others who are persons discharging managerial responsibilities.

5The following behaviour indicates that a person is acting in the normal exercise of their employment, profession or duties, if a person makes a disclosure of inside information:

1. (1)

   to a government department, the Bank of England, the Competition Commission, the Takeover Panel or any other regulatory body or authority for the purposes of fulfilling a legal or regulatory obligation; or

2. (2)

   otherwise to such a body in connection with the performance of the functions of that body.

Disclosure of inside information which is required or permitted by Part 6 rules (or any similar regulatory obligation) may5not amount to unlawful disclosure 5 .

4Disclosure of inside information by a broker to a potential buyer regarding the fact that the seller of financial instruments 5 is a person discharging managerial responsibilities or the identity of the person discharging managerial responsibilities or the purpose of the sale by the person discharging managerial responsibilities where:

1. (1)

   the disclosure is made only to the extent necessary, and solely in order to dispose of the investment;

2. (2)

   the illiquidity of the stock is such that the transaction could not otherwise be completed; and

3. (3)

   the transaction could not be otherwise completed without creating a disorderly market;

   may5 not, of itself, amount to unlawful disclosure 5 .

The5 following factors are to be taken into account in determining whether or not the disclosure was made by a person in the proper course of the exercise of his employment, profession or duties, and are indications that it was:

1. (1)

   whether the disclosure is permitted by the rules of a trading venue 5 a prescribed auction platform,3 of the FCA or the Takeover Code; or

2. (2)

   whether the disclosure is accompanied by the imposition of confidentiality requirements upon the person to whom the disclosure is made and is:

   1. (a)

      reasonable and is to enable a person to perform the proper functions of his employment, profession or duties; or

   2. (b)

      reasonable and is (for example, to a professional adviser) for the purposes of facilitating or seeking or giving advice about a transaction or takeover bid; or

   3. (c)

      reasonable and is for the purpose of facilitating any commercial, financial or investment transaction (including prospective underwriters or placees of securities); or

   4. (d)

      reasonable and is for the purpose of obtaining a commitment or expression of support in relation to an offer which is subject to the Takeover Code; or

   5. (e)

      in fulfilment of a legal obligation, including to employee representatives or trade unions acting on their behalf.5

      22
3. (3)

   [deleted] 5

The following descriptions are intended to assist in understanding certain behaviours which may constitute unlawful disclosure under the Market Abuse Regulation:5

1. (1)

   4X, a director at B PLC has lunch with a friend, Y, who has no connection with B PLC or its advisers. X tells Y that his company has received a takeover offer that is at a premium to the current share price at which it is trading.

2. (2)

   4A, a person discharging managerial responsibilities in B PLC, asks C, a broker, to sell some or all of As shares in B PLC. C discloses to a potential buyer that A is a person discharging managerial responsibilities or discloses the identity of A, in circumstances where the fact that A is a person discharging managerial responsibilities or the identity of A, is inside information 5.