Related provisions for MAR 1.3.1A
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The5 following factors may5 be taken into account in determining whether or not behaviour5 prior to a request for admission to trading,3 the admission to or the commencement of trading, or the offer for sale on a prescribed auction platform3 contravenes prohibitions and obligations in the Market Abuse Regulation5 and are indications that it does:5(1) if it is in relation to 5financial instruments:53(a) in respect of which a request for admission to trading on a
The5 following factors may5 be taken into account in determining whether or not refraining from action indicates behaviour5 which falls under the scope of the Market Abuse Regulation,5 and are indications that it does:(1) if the person concerned has failed to discharge a legal or regulatory obligation (for example to make a particular disclosure) by refraining from acting; or(2) if the person concerned has created a reasonable expectation of him acting in a particular manner,
The5 following factors may5 be taken into account in determining whether or not a person who possesses inside information ought to know that it is inside information for the purposes of the final indent of article 8(4) of the Market Abuse Regulation5:(1) if a normal and reasonable person in the position of the person who has inside information would know or should have known that the person from whom he received it is an insider; and(2) if a normal and reasonable person in the
5In determining whether there is a pending order 5 for a client in relation to article 7(1)(d) of the Market Abuse Regulation, a factor that may be taken into account is5 if a person is approached by another in relation to a transaction, and:53(1) the transaction is not immediately executed on an arm's length basis in response to a price quoted by that person; and(2) the person concerned has taken on a legal or regulatory obligation relating to the manner or timing
The following are examples of behaviour5 that might fall within the scope of article 14(b) of the Market Abuse Regulation5:(1) a director of a company, while in possession of inside information, instructs an employee of that company to sell a financial instrument5 in respect of which the information is inside information;(2) a person recommends or advises a friend to engage in behaviour5 which, if he himself engaged in it, would amount to market abuse.
The following are examples of behaviour that may amount to insider dealing under the Market Abuse Regulation, but are not intended to form an exhaustive list:5(1) [deleted]5(2) front running/pre-positioning - that is, a transaction for a person's own benefit, on the basis of and ahead of an order (including an order relating to a bid)4 which he is to carry out with or for another (in respect of which information concerning the order is inside information), which takes advantage
For market makers and persons that may lawfully deal in financial instruments5 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) may5 not in itself amount to market abuse.5
The5following factors may5 be taken into account in determining whether or not a person'sbehaviour in executing5 an order (including an order relating to a bid)41 on behalf of another is carried out legitimately in the normal course of exercise of that person’s employment, profession or duties5, and are indications that it is:(1) whether the person has complied with the applicable provisions of COBS2 , or their equivalents in the relevant jurisdiction;
5With reference to article 9(4) of the Market Abuse Regulation, examples of using inside information solely for the purpose of proceeding with a merger or public takeover may include:(1) seeking from holders of securities, issued by the target, irrevocable undertakings or expressions of support to accept an offer to acquire those securities (or not to accept such an offer);(2) making arrangements in connection with an issue of securities that are to be offered as consideration
The following descriptions are intended to assist in understanding certain behaviours which may constitute insider dealing under the Market Abuse Regulation and5 concern the definition of inside information relating to financial instruments other than commodityderivatives or emissions allowances or auctioned products based thereon:5(1) X, a director at B PLC has lunch with a friend, Y. X tells Y that his company has received a takeover offer that is at a premium
The following description is intended to assist in understanding certain behaviours which may constitute insider dealing under the Market Abuse Regulation and5 concerns the definition of inside information relating to commodity derivatives.Before the official publication of LME stock levels, a metals trader learns (from an insider) that there has been a significant decrease in the level of LME aluminium stocks. This information is reasonably expected to be disclosed in accordance
The following description is intended to assist in understanding certain behaviours which may constitute insider dealing under the Market Abuse Regulation and5concerns the definition of inside information relating to pending client orders. A dealer on the trading desk of a firm dealing in oil derivatives accepts a very large order from a client to acquire a long position in oil futures deliverable in a particular month. Before executing the order, the dealer trades
The following connected descriptions are intended to assist in understanding certain behaviours which may constitute insider dealing under the Market Abuse Regulation and concern5 the differences in the definition of inside information for commodity derivatives and for other financial instruments.(1) A person deals, on a trading venue5 , in the equities of XYZ plc, a commodity producer, based on inside information concerning that company. (2) A person
The6 following factors are to be taken into account when considering whether behaviour6is for legitimate reasons in relation to article 12(1)(a) of the Market Abuse Regulation6, and are indications that it is not:(1) if the person has an actuating purpose behind the transaction to induce others to trade in, bid for5 or to position or move the price of, a financial instrument6; (2) if the person has another, illegitimate, reason behind the transactions, bid5 or
The6 following factors are to be taken into account when considering whether behaviour6is for legitimate reasons in relation to article 12(1)(a) of the Market Abuse Regulation6, and are indications that it is:(1) if the transaction is pursuant to a prior legal or regulatory obligation owed to a third party;(2) if the transaction is executed in a way which takes into account the need for the market or auction platform5 as a whole to operate fairly and efficiently;(3) the extent
The6following factors are to be taken into account in determining whether or not a person'sbehaviour6amounts to manipulating transactions as described in article 12(1)(a)(ii) of the Market Abuse Regulation: 6(1) the extent to which the person had a direct or indirect interest in the price or value of the financial instrument6; (2) the extent to which price, rate or option volatility movements, and the volatility of these factors for the investment in question, are
The6following factors are to be taken into account when determining whether a person has engaged in behaviour referred to in Annex IA(a) or (b) of the Market Abuse Regulation, commonly known as an “abusive squeeze”6: (1) the extent to which a person is willing to relax his control or other influence in order to help maintain an orderly market, and the price at which he is willing to do so; for example, behaviour6is less likely to amount to an abusive squeeze if a person is willing
The following are examples of behaviour that may amount to manipulating transactions as described in article 12(1)(a)(ii) of the Market Abuse Regulation6: (1) [deleted] 6(2) [deleted] 6(3) a trader holds a short position that will show a profit if a particular financial instrument6, which is currently a component of an index, falls out of that index. The question of whether the financial instrument6 will fall out of the index depends on
Where article 20(3) of the Market Abuse Regulation requires a disclosure of the proportions of all investment recommendations published that are “buy”, “hold”, “sell” or equivalent terms, the FCA considers it important for these equivalent terms to be consistent and meaningful to the recipients in terms of the course of actions being recommended, particularly for non-equity material.22
(1) Notification of suspicious transactions or orders3 to the FCA requires sufficient indications (which may not be apparent until after the transaction has taken place) that the transaction or order3 might constitute market abuse. In particular a person subject to article 16 of the Market Abuse Regulation3 will need to be able to explain the basis for the3 suspicion when notifying the FCA. Certain transactions or orders3 by themselves may seem completely devoid of anything suspicious,
This chapter provides guidance on the Market Abuse Regulation5. It is therefore likely to be helpful to persons who:545(1) want to avoid engaging in market abuse5; or(2) want to determine whether they are required by article 16 of the Market Abuse Regulation5 to report a transaction 5or order to the FCA as a suspicious one.
This chapter5does not exhaustively describe all types of behaviour5 that may indicate5market abuse. In particular, the descriptions of behaviour5should be read in the light of:55(1) the elements specified by the Market Abuse Regulation5 as making up the relevant type of market abuse; and(2) any relevant descriptions of behaviour specified by the Market Abuse Regulation5 which do not amount to market abuse; and5(3) any provisions specified in any Commission legislative text made
5References are made in this chapter to provisions in the Market Abuse Regulation and other EU legislation made pursuant to the Market Abuse Regulation to assist readers. The fact that other provisions of the Market Abuse Regulation and other EU legislation made pursuant to the Market Abuse Regulation have not been referred to does not mean that they would not also assist readers or that they have a different status.
A company2 must ensure that the FCA is provided with up to date contact details of appropriate persons nominated by it to act as the first point of contact with the FCA in relation to the company's compliance with the listing rules and the disclosure requirements6 and transparency rules, as applicable.22
Where the shares4 are subject to an underwriting agreement a company2 may, at its discretion and subject to the disclosure requirements and contents of DTR 27 delay notifying a RIS as required by LR 14.3.17R (7) for up to two business days until the obligation by the underwriter to take or procure others to take shares4 is finally determined or lapses. In the case of an issue or offer of shares4 which is not underwritten, notification of the result must be made as soon as it
An issuer that is not already required to comply with the obligations under articles 17 and 18 of the Market Abuse Regulation4 must comply with those obligations4 as if it were an issuer for the purposes of articles 17 and 18 of the Market Abuse Regulation4 and the transparency rules, subject to article 22 of the Market Abuse Regulation4.1
The announcement should contain any further information that the company and its sponsors consider necessary. This should incorporate historical price sensitive information, which has already been published in relation to the disposal along with any further information required to be disclosed under articles 17 and 18 of the Market Abuse Regulation4.
A firm that conducts designated investment business must establish, implement and maintain adequate arrangements aimed at preventing the following activities in the case of any relevant person who is involved in activities that may give rise to a conflict of interest, or who has access to inside information as defined in the Market Abuse Regulation3 or to other confidential information relating to clients or transactions with or for clients by virtue of an activity carried out
(1) If it appears to the FCA that there is, or there may be, a breach of the listing rules or the disclosure requirements6 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 requirements6 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
5Where a listing rule requires an issuer who is not subject to DTR 6.3.1 R to use the services of an RIS, the issuer must comply with the provisions of DTR 6.3, except in relation to information which is required to be disclosed under the Transparency Directive, articles 17 and 196 of the Market Abuse Regulation6 or the DTR.6
The following descriptions are intended to assist in understanding certain behaviours which may constitute unlawful disclosure under the Market Abuse Regulation:54444(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) 4A, a person discharging managerial responsibilities in B PLC, asks C, a broker,
The following is an example of behaviour3which may amount to a contravention of article 12(1)(c) of the Market Abuse Regulation3: (1) a person posts information on an Internet bulletin board or chat room which contains false or misleading statements about the takeover of a company whose shares are financial instruments3 and the person knows that the information is false or misleading.33[Note: article 12(1)(c) of the Market Abuse Regulation.]
1The purpose of this chapter is to:2(1) 2set out specific requirements 2relating to the production and dissemination of investment research and non-independent research; and(2) 3provide guidance on matters in the 3Market Abuse Regulation relating to the disclosures to be made in, and about, 3investment recommendations.2333
A listed company that is not already required to comply with the obligations referred to under article 17 of the Market Abuse Regulation12 must comply with those obligations12 as if it were an issuer for the purposes of the disclosure requirements12 and transparency rules subject to article 22 of the Market Abuse Regulation12.1
In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report1:1(1) a statement setting out all the interests (in respect of which transactions are notifiable to the company under article 19 of the Market Abuse Regulation16) 4of each person who is4 a3director of the listed company as at the end of4 the period under review including:44334(a) all changes in the interests of each director that have
(1) 4The effect of LR 9.8.6R (1) is that a listed company is required to set out a 'snapshot' of the total interests of a director and his or her connected persons, as at the end of the period under review (including certain information to update it as at a date not more than a month before the date of the notice of the annual general meeting). The interests that need to be set out are limited to those in respect of which transactions fall to be notified under the notification
Unless a tender offer is made to all holders of the class, purchases by a listed company of less than 15% of any class of its equity shares (excluding treasury shares) pursuant to a general authority granted by shareholders, may only be made if the price to be paid is not more than the higher of:(1) 5% above the average market value of the company'sequityshares for the 5 business days prior to the day the purchase is made; and(2) that stipulated by article 5(6) of the Market Abuse
1A firm must have in place effective systems and controls, suitable to the business it operates, to ensure that its trading systems:(1) are resilient and have sufficient capacity;(2) are subject to appropriate trading thresholds and limits; (3) prevent the sending of erroneous orders, or the systems otherwise functioning in a way that may create or contribute to a disorderly market; and (4) cannot be used for any purpose that is contrary to: (a) the Market Abuse Regulation;