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MAR 7.1 Application

Who?

MAR 7.1.1 R

1This chapter applies to:

  1. (1)

    a MiFID investment firm; and to

  2. (2)

    a third country investment firm.

What?

MAR 7.1.2 R

A firm, which, either on its own account or on behalf of clients, concludes transactions in shares admitted to trading on a regulated market outside a regulated market or MTF, must make public the volume and price of those transactions and the time at which they were concluded.

[Note: article 28(1) of MiFID]

Where?

MAR 7.1.3 R

This chapter applies in respect of transactions in shares (which are admitted to trading on a regulated market) executed in the United Kingdom.

MAR 7.1.4 G

Article 32 (7) of MiFID provides that the competent authority of the Member State in which a branch is located shall assume responsibility for ensuring that the services provided by the branch within its territory comply with the obligations under Article 28.

Status of EU provisions as rules in certain instances

MAR 7.1.5 R

In this chapter, paragraphs marked "EU", including MAR 7 Annex 1 EU, shall apply to a third country investment firm as if those provisions were rules.

MAR 7.2 Making post-trade information public

Publication of information

MAR 7.2.1 R
  1. (1)

    Unless (2) applies, the 2information required by MAR 7.1.2 R shall be made public as close to real-time as possible, on a reasonable commercial basis, and in a manner which is easily accessible to other market participants.

    [Note: article 28(1) of MiFID]

  2. (2)

    A firm may defer publication of trade information required in (1), for no longer than the period specified in Table 4 in Annex II of the MiFID Regulation for the class of share and transaction concerned, provided that the criteria in (a) and (b) are satisfied, subject to the provision in (c):2

    1. (a)

      the transaction is between an investment firmdealing on own account and a client of that firm;2

    2. (b)

      the size of the transaction is equal to or exceeds the relevant minimum qualifying size, as specified in Table 4 in Annex II.2

    3. (c)

      In order to determine the relevant minimum qualifying size for the purposes of (b), all shares admitted to trading on a regulated market must be classified in accordance with their average daily turnover to be calculated in accordance with Article 33 of the MiFID Regulation.2

      [Note: Table 4 of Annex II of the MiFID Regulation is reproduced in MAR 7 Annex 1 EU.]2

MAR 7.2.2 EU

Details of information to be made public

A firm ... shall, with regard to transactions in respect of shares admitted to trading on regulated markets concluded by them ... make public the following details:

(a)

the details specified in points 2, 3, 6, 16, 17, 18 and 21 of Annex I [of the MiFID Regulation];

(b)

an indication that the exchange of shares is determined by factors other than the current market valuation of the share, where applicable;

(c)

an indication that the trade was a negotiated trade, where applicable;

(d)

any amendments to previously disclosed information, where applicable.

Those details shall be made public either by reference to each transaction or in a form aggregating the volume and price of all transactions in the same share taking place at the same time.

[Note: article 27(1) of the MiFID Regulation]

Information requirements specific to systematic internalisers

MAR 7.2.3 EU

By way of exception, a systematic internaliser shall be entitled to use the acronym 'SI' instead of the venue identification referred to in MAR 7.2.2 EU (a) in respect of a transaction in a share that is executed in its capacity as a systematic internaliser in respect of that share.

The systematic internaliser may exercise that right only as long as it makes available to the public aggregate quarterly data as to the transactions executed in its capacity as a systematic internaliser in respect of that share relating to the most recent calendar quarter, or part of a calendar quarter, during which the firm acted as a systematic internaliser in respect of that share. That data shall be made available no later than one month after the end of each calendar quarter.

It may also exercise that right during the period between 1 November 2007, or the date on which the firm commences to be a systematic internaliser in relation to a share, whichever is the later, and the date that aggregate quarterly data in relation to a share is first due to be published.

[Note: article 27(2) of the MiFID Regulation. The date, '1 November 2007', is specified in article 41(2) of the MiFID Regulation]
MAR 7.2.4 EU

The aggregated quarterly data referred to in the second subparagraph of MAR 7.2.3 EU shall contain the following information for the share in respect of each trading day of the calendar quarter concerned:

(a)

the highest price;

(b)

the lowest price;

(c)

the average price;

(d)

the total number of shares traded;

(e)

the total number of transactions;

(f)

such other information as the systematic internaliser decides to make available.

[Note: article 27(3) of the MiFID Regulation]
MAR 7.2.5 EU

Arrangements between firms for making information public

Where the transaction is executed outside the rules of a regulated market or an MTF, one of the following ... firms shall, by agreement between the parties, arrange to make the information public:

(a)

the firm that sells the share concerned;

(b)

the firm that acts on behalf of or arranges the transaction for the seller;

(c)

the firm that acts on behalf of or arranges the transaction for the buyer;

(d)

the firm that buys the share concerned.

In the absence of such an agreement, the information shall be made public by the firm determined by proceeding sequentially from point (a) to point (d) until the first point that applies to the case in question.

The parties shall take all reasonable steps to ensure that the transaction is made public as a single transaction. For those purposes two matching trades entered at the same time with a single party interposed shall be considered to be a single transaction.

[Note: article 27(4) of the MiFID Regulation]
MAR 7.2.6 EU

Deferred publication of large transactions

The deferred publication of information in respect of transactions may be authorised, for a period no longer than the period specified in MAR 7 Annex 1 EU for the class of share and transaction concerned, provided that the following criteria are satisfied:

(a)

the transaction is between an investment firmdealing on own account and a client of that firm;

(b)

the size of the transaction is equal to or exceeds the relevant minimum qualifying size, as specified in MAR 7 Annex 1 EU.

In order to determine the relevant minimum qualifying size for the purposes of point (b), all shares admitted to trading on a regulated market shall be classified in accordance with their average daily turnover to be calculated in accordance with Article 33 of the MiFID Regulation.

[Note: article 28 of the MiFID Regulation]
MAR 7.2.6A G

2The deferred publication of information, referred to in MAR 7.2.6 EU, is authorised by the FSA , to the extent set out in that provision, and, in particular, is given effect in MAR 7.2.1 R (2).

MAR 7.2.7 EU

Publication and availability of post trade transparency data

Post-trade information relating to transactions taking place on trading venues and within normal trading hours, shall be made available as close to real time as possible. Post-trade information relating to such transactions shall be made available in any case within three minutes of the relevant transaction.

[Note: article 29(2) of the MiFID Regulation]
MAR 7.2.8 EU

Information relating to a portfolio trade shall be made available with respect to each constituent transaction as close to real time as possible, having regard to the need to allocate prices to particular shares. Each constituent transaction shall be assessed separately for the purposes of determining whether deferred publication in respect of that transaction is available under MAR 7.2.6 EU.

[Note: article 29(3) of the MiFID Regulation]
MAR 7.2.9 EU

Post-trade information relating to transactions taking place on a trading venue but outside its normal trading hours shall be made public before the opening of the next trading day of the trading venue on which the transaction took place.

[Note: article 29(4) of the MiFID Regulation]
MAR 7.2.10 EU

For transactions that take place outside a trading venue, post-trade information shall be made public:

(a)

if the transaction takes place during a trading day of the most relevant market for the share concerned, or during the firm's normal trading hours, as close to real time as possible. Post-trade information relating to such transactions shall be made available in any case within three minutes of the relevant transaction;

(b)

in a case not covered by point (a), immediately upon the commencement of the firm's normal trading hours or at the latest before the opening of the next trading day in the most relevant market for that share.

[Note: article 29(5) of the MiFID Regulation]
MAR 7.2.11 EU

Public availability of post-trade information

For the purposes of MAR 7, post-trade information shall be considered to be made public or available to the public if it is made available generally through one of the following to investors located in the Community:

(a)

the facilities of a regulated market or an MTF;

(b)

the facilities of a third party;

(c)

proprietary arrangements.

[Note: article 30 of the MiFID Regulation]
MAR 7.2.12 EU

Arrangements for making information public

Any arrangement to make information public, adopted for the purposes of MAR 7.2.11 EU, shall satisfy the following conditions:

(a)

it must include all reasonable steps necessary to ensure that the information to be published is reliable, monitored continuously for errors, and corrected as soon as errors are detected;

(b)

it must facilitate the consolidation of the data with similar data from other sources;

(c)

it must make the information available to the public on a non-discriminatory commercial basis at a reasonable cost.

[Note: article 32 of the MiFID Regulation]
MAR 7.2.12A G
  1. (1)

    2The FSA considers that for the purposes of ensuring that published information is reliable, monitored continuously for errors, and corrected as soon as errors are detected (see MAR 7.2.12 EU(a)), and in respect of arrangements facilitating the consolidation of data as required in MAR 7.2.12 EU(b), the guidance in MAR 5.8.3 G and MAR 5.8.4 G (subject to additional guidance in (2)) applies equally to firms falling within this chapter, and should be read as if references to provisions and types of firm in MAR 5 were references to the corresponding provisions and types of firm in this chapter.

  2. (2)

    In addition to MAR 5.8.4 G, as applied to firms in this chapter under (1), for the purposes of facilitating the consolidation of transparency data with similar data from other sources, the FSA considers information as being made public in accordance with MAR 7.2.12 EU(b), if, in addition to MAR 5.8.4 G (1)(a) to (c), each trade is published through only one primary publication channel.

Publication of results of calculations and estimates made by the FSA

MAR 7.2.13 G

The information relating to 'minimum qualifying size' referred to in Article 28 of the MiFID Regulation (see MAR 7.2.6 EU) and the results of calculations and estimates required to be published as a result of Articles 33 and 34 of the MiFID Regulation are availableat www.fsa.gov.uk and at mifiddatabase.cesr.eu/5 .

5

Trade Data Monitors

MAR 7.2.14 G

1The FSA3considers that3 a firm will satisfy3 its obligations under MAR 7.2.12 EU3if:

  1. (1)

    in assessing the arrangements, the firm follows the guidelines published on the FSA's website at 4www.fsa.gov.uk/pubs/international/guidelines_tdm.pdf5 ; and

    5
  2. (2)

    it has been confirmed that the arrangements will enable the firm to comply with the guidelines through either:

    1. (a)

      a statement by the FSA ; or

    2. (b)

      a report by an external auditor to the provider of the arrangements which is made available to firms and, on request, to the FSA .

A "trade data monitor" is a provider of such arrangements which has been assessed by the FSA or an external auditor as having the capability to provide services and facilities to firms in accordance with the guidelines published on the FSA's website at 4www.fsa.gov.uk/pubs/international/guidelines_tdm.pdf 5.4

Use of a 3trade data monitor does not affect a firm's obligations under MAR 7.2.10 EU regarding the timing of the disclosure of post-trade information.

MAR 7 Annex 1 Deferred publication thresholds and delays

EU

Table 4: Deferred publication thresholds and delays

The table below shows, for each permitted delay for publication and each class of shares in terms of average daily turnover (ADT), the minimum qualifying size of transaction that will qualify for that delay in respect of a share of that type.

Class of shares in terms of average daily turnover (ADT)

ADT < €100 000

€100 000 ≤ ADT < €1 000 000

€1 000 000 ≤ ADT < €50 000 000

ADT €50 000 000

Minimum qualifying size of transaction for permitted delay

Permitted delay for publication

60 minutes

€10 000

Greater of 5% of ADT and €25 000

Lower of 10% of ADT and €3 500 000

Lower of 10% of ADT and €7 500 000

180 minutes

€25 000

Greater of 15% of ADT and €75 000

Lower of 15% of ADT and €5 000 000

Lower of 20% of ADT and €15 000 000

Until end of trading day (or roll-over to noon of next trading day if trade undertaken in final 2 hours of trading day)

€45 000

Greater of 25% of ADT and €100 000

Lower of 25% of ADT and €10 000 000

Lower of 30% of ADT and €30 000 000

Until end of trading day next after trade

€60 000

Greater of 50% of ADT and €100 000

Greater of 50% of ADT and €1 000 000

100% of ADT

Until end of second trading day next after trade

€80 000

100% of ADT

100% of ADT

250% of ADT

Until end of third trading day next after trade

250% of ADT

250% of ADT