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MAR 1.10.1GRP
(1) Behaviour which conforms with articles 3 to 6 of the Buy-back and Stabilisation Regulation (see MAR 1 Annex 1) will not amount to market abuse.(2) See MAR 2 in relation to stabilisation.(3) Buy-back programmes which are not within the scope of the Buy-back and Stabilisation Regulation are not, in themselves, market abuse.
MAR 1.10.2GRP
There are no rules which permit or require a person to behave in a way which amounts to market abuse.Some rules contain a provision to the effect that behaviour conforming with that rule does not amount to market abuse:(1) COB 2.4.4 R (1) (Chinese walls) (see COB 2.4.4 R (4));2the control of information rule (SYSC 10.2.2 R (1) (see SYSC 10.2.2 R (4)));2 and(2) those parts of the Part 6 rules which relate to the timing, dissemination or availability, content and standard of care
MAR 1.10.3GRP
There are no rules in the Takeover Code, which permit or require a person to behave in a way which amounts to market abuse. 1
MAR 1.10.4CRP
Behaviour conforming with any of the rules of the Takeover Codeabout the timing, dissemination or availability, content and standard of care applicable to a disclosure, announcement, communication or release of information, does not, of itself, amount to market abuse, if:1(1) the rule is one of those specified in the table in MAR 1.10.5 C;(2) the behaviour is expressly required or expressly permitted by the rule in question (the notes for the time being associated with the rules
MAR 1.10.5CRP

1Table: Provisions of the Takeover Code conformity with which will not, of itself, amount to market abuse (This table belongs to MAR 1.10.4C):1

Takeover Code provisions:

Disclosure of information which is not generally available

1(a)

2.1 plus notes, 2.5, 2.6, 2.9 plus notes

8

19.7

20.1, 20.2, 20.3

28.4

37.3(b) and 37.4(a)

Standards of care

2.8 first sentence and note 4

19.1, 19.5 second sentence and note 2, 19.8

23 plus notes

28.1

Timing of announcements, documentation and dealings

2.2, 2.4(b)

5.4

6.2(b)

7.1

11.1 note 6 only

17.1

21.2

30

31.6(c), 31.9

33 (in so far as it refers 31.6(c) and 31.9 only)

38.5

Content of announcements

2.4 (a) and (b)

19.31
MAR 1.10.6CRP
Behaviour conforming with Rule 4.2 of the Takeover Code (in relation to restrictions on dealings by offerors and concert parties) does not, of itself, amount to market abuse, if:(1) the behaviour is expressly required or expressly permitted by that rule (the notes for the time being associated with the rules identified in the Takeover Code are treated as part of the rule for these purposes); and(2) it conforms to any General Principle set out at Section B of the Takeover Code
MAR 1.1.1GRP
2This chapter (which contains the Code of Market Conduct) applies to all persons seeking guidance on the market abuse regime.2
MAR 1.1.2GRP
This chapter provides assistance in determining whether or not behaviour amounts to market abuse. It also forms part of the UK's implementation of the Market Abuse Directive (including its EU implementing legislation, that is Directive 2003/124/EC, Directive 2003/125/EC, Regulation 2273/2003 and Directive 2004/72/EC) and the auction regulation.4 It is therefore likely to be helpful to persons who:(1) want to avoid engaging in market abuseor to avoid requiring or encouraging another
MAR 1.1.6GRP
The Code does not exhaustively describe all types of behaviourmarket abuse. In particular, the descriptions of behaviour which, in the opinion of the FCA , amount to market abuse should be read in the light of: (1) the elements specified by the Act as making up the relevant type of market abuse; and(2) any relevant descriptions of behaviour which , in the opinion of the FCA
MAR 1.1.8GRP
For the avoidance of doubt, it should be noted that any reference in the Code to "profit" refers also to potential profits, avoidance of loss or potential avoidance of loss.
DEPP 6.5C.1GRP
1The FCA3 will seek to deprive an individual of the financial benefit derived as a direct result of the market abuse (which may include the profit made or loss avoided) where it is practicable to quantify this. The FCA3 will ordinarily also charge interest on the benefit.33
DEPP 6.5C.2GRP
(1) The FCA3 will determine a figure dependent on the seriousness of the market abuse and whether or not it was referable to the individual’s employment. This reflects the FCA's3 view that where an individual has been put into a position where he can commit market abuse because of his employment the fine imposed should reflect this by reference to the gross amount of all benefits derived from that employment.33(2) In cases where the market abuse was referable to the individual’s
DEPP 6.5C.3GRP
(1) The FCA3 may increase or decrease the amount of the financial penalty arrived at after Step 2, but not including any amount to be disgorged as set out in Step 1, to take into account factors which aggravate or mitigate the market abuse. Any such adjustments will be made by way of a percentage adjustment to the figure determined at Step 2.3(2) The following list of factors may have the effect of aggravating or mitigating the market abuse:(a) the conduct of the individual in
DEPP 6.5C.4GRP
(1) If the FCA3 considers the figure arrived at after Step 3 is insufficient to deter the individual who committed the market abuse, or others, from committing further or similar abuse then the FCA3 may increase the penalty. Circumstances where the FCA3 may do this include:333(a) where the FCA3 considers the absolute value of the penalty too small in relation to the market abuse to meet its objective of credible deterrence;3(b) where previous FCA3 action in respect of similar
MAR 1.2.1GRP
Provisions in this section are relevant to more than one of the types of behaviour which may amount to market abuse.
MAR 1.2.3GRP
Section 118(1)(a) of the Act does not require the person engaging in the behaviour in question to have intended to commit market abuse.
MAR 1.2.23GRP
The following are examples of behaviour that might fall within the scope of section 123(1)(b) :(1) a director of a company, while in possession of inside information, instructs an employee of that company to deal in qualifying investments or related investments in respect of which the information is inside information;(2) a person recommends or advises a friend to engage in behaviour which, if he himself engaged
LR 7.2.2GRP
Listing Principle 13 is intended to ensure that listed companies have adequate procedures, systems and controls to enable them to comply with their obligations under the listing rules, disclosure rules, transparency rules and corporate governance rules.3 In particular, the FCA considers that listed companies should place particular emphasis on ensuring that they have adequate procedures, systems and controls in relation to, where applicable:333(1) identifying whether any obligations
LR 7.2.3GRP
Timely and accurate disclosure of information to the market is a key obligation of listed companies. For the purposes of Listing Principle 13, a listed company should have adequate systems and controls to be able to:3313(1) ensure that it can properly identify information which requires disclosure under the listing rules, disclosure rules, transparency rules or corporate governance rules3 in a timely manner; and3(2) ensure that any information identified under (1) is properly
DEPP 6.2.2GRP
When deciding whether to take action for market abuse or requiring or encouraging, the FCA4 may consider the following additional factors:4(1) The degree of sophistication of the users of the market in question, the size and liquidity of the market, and the susceptibility of the market to market abuse.(2) The impact, having regard to the nature of the behaviour, that any financial penalty or public censure may have on the financial markets or on the interests of consumers:(a)
DEPP 6.2.23GRP
The FCA4 will not take action against a person over behaviour which (a) conforms with the Takeover Code or rules of an RIE and (b) falls within the terms of any provision of the Code of Market Conduct which states that behaviour so conforming does not amount to market abuse. The FCA4 will seek the Takeover Panel's or relevant RIE's views on whether behaviour complies with the Takeover Code or RIE rules and will attach considerable weight to its views.44
DEPP 6.2.26GRP
Where the behaviour of a person which amounts to market abuse is behaviour to which the Takeover Code is relevant, the use of the Takeover Panel's powers will often be sufficient to address the relevant concerns. In cases where this is not so, the FCA4 will need to consider whether it is appropriate to use any of its own powers under the market abuse regime. The principal circumstances in which the FCA4 is likely to consider such exercise are:44(1) where the behaviour falls within
DTR 2.1.1GRP
1An issuer should be aware that matters that fall within the scope of this chapter may also fall within the scope of:(1) the market abuse regime set out in section 118 of the Act;(2) Part 7 (Offences relating to Financial Services) of the Financial Services Act 2012 relating to misleading statements and practices;(3) Part V of the Criminal Justice Act 1993 relating to insider dealing; and(4) the Takeover Code.
REC 3.21.1RRP
Where a UK recognised body has evidence tending to suggest that any person has:(1) been carrying on any regulated activity in the United Kingdom in contravention of the general prohibition; or(2) been engaged in market abuse; or(3) committed a criminal offence under the Act or subordinate legislation made under the Act; or(4) committed a criminal offence under Part V of the Criminal Justice Act 1993 (Insider dealing); or(5) committed a criminal offence under the Money Laundering
MAR 5.6.1RRP
1A firm operating an MTF must:(1) report to the FCA:(a) significant breaches of the firm's rules;(b) disorderly trading conditions; and(c) conduct that may involve market abuse; (2) supply the information required under this rule without delay to the FCA and any other authority competent for the investigation and prosecution of market abuse; and (3) provide full assistance to the FCA, and any other authority competent for the investigation and prosecution of market abuse, in
MAR 5.5.1RRP
6A firm operating an MTF must:(1) have effective arrangements and procedures, relevant to the MTF, for the regular monitoring of the compliance by its users with its rules; and(2) monitor the transactions undertaken by its users under its systems in order to identify breaches of those rules, disorderly trading conditions or conduct that may involve market abuse.[Note: Article 26(1) of MiFID]
MAR 8.1.2GRP
The purpose of this chapter is to set out the requirements applying to firms who are benchmark submitters or benchmark administrators when carrying out the activities of providing information in relation to a specified benchmark or administering a specified benchmark
LR 9.2.5GRP
A listed company, whose equity shares5 are admitted to trading on a regulated market in the United Kingdom, should consider its obligations under DTR 2 (Disclosure and control of inside information by issuers).15
LR 9.2.6RRP
A listed company that is not already required to comply with DTR 2 (Disclosure and control of inside information by issuers) must comply with DTR 2 as if it were an issuer for the purposes of the disclosure rules and transparency rules.1
PR 2.3.1AEURP

2Articles 26a, 26b and 26c respectively provide for a proportionate disclosure regime for rights issues (as defined by the PD Regulation); for small and medium-sized enterprises and companies with reduced market capitalisation; and for issues by credit institutions referred to in Article 1 (2) (j) of the PD.4

Proportionate schedule for rights issues

26a

1.

The proportionate schedules set out in Annexes XXIII and XXIV shall apply to rights issues, provided that the issuer has shares of the same class already admitted to trading on a regulated market or a multilateral trading facility as defined in point 15 of Article 4(1) of Directive 2004/39/EC of the European Parliament and of the Council.

2.

Issuers whose shares of the same class are already admitted to trading on a multilateral trading facility can only make use of the schedules set out in Annexes XXIII and XXIV when the rules of that multilateral trading facility contain the following:

(a)

provisions requiring issuers to publish annual financial statements and audit reports within six months after the end of each financial year, half yearly financial statements within four months after the end of the first six months of each financial year and make public inside information as defined in point 1 of the first paragraph of Article 1 of Directive 2003/6/EC pursuant to Article 6 of that Directive;

(b)

provisions requiring issuers to make the reports and information referred to in point (a) available to the public by publishing them on their websites;

(c)

provisions preventing insider dealing and market manipulation in accordance with Directive 2003/6/EC.

3.

A statement at the beginning of the prospectus shall indicate clearly that the rights issue is addressed to shareholders of the issuer and that the level of disclosure of the prospectus is proportionate to that type of issue.

Proportionate schedules for small and medium-sized enterprises and companies with reduced market capitalisation

26b

The proportionate schedules set out in Annexes XXV to XXVIII shall apply when securities issued by small and medium-sized enterprises and companies with reduced market capitalisation are offered to the public or admitted to trading on a regulated market situated or operating within a Member State.

However, small and medium-sized enterprises and companies with reduced market capitalisation may instead choose to draw up a prospectus in accordance with the schedules set out Annexes I to XVII and XX to XXIV.

Proportionate requirements for issues by credit institutions referred to in Article 1(2)(j) of Directive 2003/71/EC

26c

Credit institutions issuing securities referred to in Article 1(2)(j) of Directive 2003/71/EC that draw up a prospectus in accordance with Article 1(3) of that Directive may choose to include in their prospectus historical financial information covering only the last financial year, or such shorter period that the issuer has been in operation, in accordance with Annex XXIX to this Regulation.
MAR 1.3.7CRP
For market makers and persons that may lawfully deal in qualifying investments or related investments on their own account, pursuing their legitimate business of such dealing (including entering into an agreement for the underwriting of an issue of financial instruments) will not in itself amount to market abuse (insider dealing). [Note: Recital 18 Market Abuse Directive]
SUP 15.10.4GRP
(1) Notification of suspicious transactions to the FCA4 requires sufficient indications (which may not be apparent until after the transaction has taken place) that the transaction might constitute market abuse. In particular a firm will need to be able to explain the basis for its suspicion when notifying the FCA4 (see SUP 15.10)4. Certain transactions by themselves may seem completely devoid of anything suspicious, but might deliver such indications of possible market abuse,
LR 9.6.6RRP
Where the securities are subject to an underwriting agreement a listed company may, at its discretion and subject to DTR 2 (Disclosure and control of inside information by issuers), delay notifying a RIS as required by LR 9.6.4R (6) for up to two business days until the obligation by the underwriter to take or procure others to take securities is finally determined or lapses. In the case of an issue or offer of securities which is not underwritten, notification of the result must
LR 1.4.1RRP
(1) If it appears to the FCA that there is, or there may be, a breach of the listing rules or the disclosure rules and transparency rules4 by an issuer with a premium listing4, the FCA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules, the disclosure rules and the transparency rules4.4(2) If required to do so under (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of
REC 2A.3.2GRP

The guidance in relation to the recognition requirements in the sections of REC 2 listed in Column A of the table below applies to an RAP in relation to the equivalent RAP recognition requirements listed in Column C and (if shown) with the modifications in Column B.

Table: Guidance on RAP recognition requirements

Column A

REC 2 guidance which applies to an RAP

Column B

Modification to REC 2 guidance for an RAP

Column C

Relevant RAP recognition requirement

REC 2.2.2 G to REC 2.2.7 G (Relevant circumstances and Outsourcing)

Reg 13

REC 2.3.3 G to REC 2.3.9 G (Financial resources)

Reg 14

REC 2.4.3 G to REC 2.4.6 G (Suitability)

In addition to the matters set out in REC 2.4.3 G to REC 2.4.6 G, the FCA3 will have regard to whether a key individual has been allocated responsibility for overseeing the auction platform of the UK recognised body.

3

Reg 15

REC 2.5.3 G to REC 2.5.20 G (Systems and controls and conflicts) and REC 2.5A (Guidance on Public Interest Disclosure Act: Whistleblowing)

Reg 16 and 17(2)(f)1

REC 2.6.26 G to REC 2.6.34 G (Safeguards for investors)

Reg 17

REC 2.7.3 G to REC 2.7.4 G (Access to facilities)

The FCA3 shall have regard to whether an RAP provides access to bid at auctions only to those persons eligible to bid under article 18 of the auction regulation.

3

Reg 17(2)(a) and1 20

REC 2.8.3 G to REC 2.8.4 G (Settlement and clearing services)

Reg 17(2)(d) and 21

REC 2.9.3 G to REC 2.9.4 G (Transaction recording)

Reg 17(2)(e)

REC 2.10.3 G to REC 2.10.4 G (Financial crime and market abuse)

Reg 17(2)(g)

REC 2.11.3 G to REC 2.11.4 G (Custody)

REC 2.11.4 G is replaced with the following for an RAP:

Where an RAP arranges for other persons to provide services for the safeguarding and administration services of assets belonging to users of its facilities, it will also need to satisfy the RAP recognition requirement in regulation 17(2)(h) of the RAP regulations (see REC 2A.2.1 UK).

Reg 17(2)(h)

REC 2.12.11 G to REC 2.12.12 G (Availability of relevant information)

REC 2.12.11 G to REC 2.12.12 G are replaced with the following for an RAP:

REC 2.12.11 G

In determining whether appropriate arrangements have been made to make relevant information available to persons engaged in dealing in emissions auction products2 the FCA3 may have regard to:

(1) the extent to which auction bidders are able to obtain information in a timely fashion about the terms of those emissions auction products2 and the terms on which they will be auctioned, either through accepted channels for dissemination of information or through other regularly and widely accessible communication media;

(2) what restrictions, if any, there are on the dissemination of relevant information to auction bidders; and

(3) whether relevant information is, or can be, kept to restricted groups of persons in such a way as to facilitate or encourage market abuse.

REC 2.12.12 G

An RAP does not need to maintain its own arrangements for providing information on the terms of emissions auction products2 to auction bidders where it has made adequate arrangements for other persons to do so on its behalf or there are other effective and reliable arrangements for this purpose.

2322

Reg 17(2)(c)

REC 2.13.3 G to REC 2.13.6 G (Promotion and maintenance of standards)

Reg 18

REC 2.14.3 G to REC 2.14.6 G (Rules and consultation)

Reg 19

REC 2.15.3 G to REC 2.15.6 G (Discipline)

Reg 22

REC 2.16.3 G to REC 2.16.4 G (Complaints)

Reg 23
LR 8.2.1RRP
A company with, or applying for, a premium listing of its equity shares5 must appoint a sponsor on each occasion that it:4(1) is required to submit any of the following documents to the FCA in connection with6 an application for admission of equity shares5 to premium listing6:66(a) a prospectus, supplementary prospectus7 or equivalent document1; or6(b) a certificate of approval from another competent authority; or6(c) a summary document as required by PR 1.2.3R (8); or6(d) listing