Market Abuse Regulation

02014R0596-20160703 → 02014R0596-20210101

Article 11 Market soundings 1. A market sounding comprises the communication of information, prior to the announcement of a transaction, in order to gauge the interest of potential investors in a possible transaction and the conditions relating to it such as its potential size or pricing, to one or more potential investors by: (a) an issuer; (b) a secondary offeror of a financial instrument, in such quantity or value that the transaction is distinct from ordinary trading and involves a selling method based on the prior assessment of potential interest from potential investors; (c) an emission allowance market participant; or (d) a third party acting on behalf or on the account of a person referred to in point (a), (b) or (c). 1a. Where an offer of securities is addressed solely to qualified investors as defined in point (e) of Article 2 of Regulation (EU) 2017/1129 of the European Parliament and of the CouncilRegulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12)., communication of information to those qualified investors for the purposes of negotiating the contractual terms and conditions of their participation in an issuance of bonds by an issuer that has financial instruments admitted to trading on a trading venue, or by any person acting on its behalf or on its account, shall not constitute a market sounding. Such communication shall be deemed to be made in the normal exercise of a person’s employment, profession or duties as provided for in Article 10(1) of this Regulation, and therefore shall not constitute unlawful disclosure of inside information. That issuer or any person acting on its behalf or on its account shall ensure that the qualified investors receiving the information are aware of, and acknowledge in writing, the legal and regulatory duties entailed and are aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information. 2. Without prejudice to Article 23(3), disclosure of inside information by a person intending to make a takeover bid for the securities of a company or a merger with a company to parties entitled to the securities, shall also constitute … 812 unchanged words … disclosed to them in order to comply with Articles 8 and 10 of this Regulation; and (c) the records that such persons are to maintain in order to demonstrate that they have complied with Articles 8 and 10 of this Regulation.

02014R0596-20160703 → 02014R0596-20210101

Article 13 Accepted market practices 1. The prohibition in Article 15 shall not apply to the activities referred to in Article 12(1)(a), provided that the person entering into a transaction, placing an order to trade or engaging in any other behaviour establishes … 809 unchanged words … market practices referred to in the first subparagraph of this paragraph shall continue to apply in the Member State concerned until the competent authority has made a decision regarding the continuation of that practice following ESMA’s opinion under paragraph 4.12. Without prejudice to accepted market practices as established in accordance with paragraphs 1 to 11 of this Article, an issuer of financial instruments admitted to trading on an SME growth market may enter into a liquidity contract for its shares where all of the following conditions are met: (a) the terms and conditions of the liquidity contract comply with the criteria set out in paragraph 2 of this Article and in Commission Delegated Regulation (EU) 2016/908Commission Delegated Regulation (EU) 2016/908 of 26 February 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council laying down regulatory technical standards on the criteria, the procedure and the requirements for establishing an accepted market practice and the requirements for maintaining it, terminating it or modifying the conditions for its acceptance (OJ L 153, 10.6.2016, p. 3).; (b) the liquidity contract is drawn up in accordance with the Union template referred to in paragraph 13 of this Article; (c) the liquidity provider is duly authorised by the competent authority in accordance with Directive 2014/65/EU and is registered as a market member with the market operator or the investment firm operating the SME growth market; (d) the market operator or the investment firm operating the SME growth market acknowledges in writing to the issuer that it has received a copy of the liquidity contract and agrees to that contract’s terms and conditions. The issuer referred to in the first subparagraph of this paragraph shall be able to demonstrate at any time that the conditions under which the contract was concluded are met on an ongoing basis. That issuer and the market operator or the investment firm operating the SME growth market shall provide the relevant competent authorities with a copy of the liquidity contract upon their request. 13. ESMA shall develop draft regulatory technical standards to draw up a contractual template to be used for the purposes of entering into a liquidity contract in accordance with paragraph 12, in order to ensure compliance with the criteria set out in paragraph 2, including as regards transparency to the market and performance of the liquidity provision. ESMA shall submit those draft regulatory technical standards to the Commission by 1 September 2020. Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

02014R0596-20160703 → 02014R0596-20210101

Article 17 Public disclosure of inside information 1. An issuer shall inform the public as soon as possible of inside information which directly concerns that issuer. The issuer shall ensure that the inside information is made public in a manner which enables fast … 630 unchanged words … paragraph were met, immediately after the information is disclosed to the public. Alternatively, Member States may provide that a record of such an explanation is to be provided only upon the request of the competent authority specified under paragraph 3. By way of derogation from the third subparagraph of this paragraph, an issuer whose financial instruments are admitted to trading only on an SME growth market shall provide a written explanation to the competent authority specified under paragraph 3 only upon request. As long as the issuer is able to justify its decision to delay, the issuer shall not be required to keep a record of that explanation. 5. In order to preserve the stability of the financial system, an issuer that is a credit institution or a financial institution, may, on its own responsibility, delay the public disclosure of inside information, including information which is related to … 777 unchanged words … the legitimate interests of issuers, as referred to in point (a) of paragraph 4, and of situations in which delay of disclosure of inside information is likely to mislead the public as referred to in point (b) of paragraph 4.

02014R0596-20160703 → 02014R0596-20210101

Article 18 Insider lists 1. Issuers or and any person acting on their behalf or on their account, shall: shall each: (a) draw up a list of all persons who have access to inside information and who are working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, such as advisers, accountants or credit rating agencies (insider list); (b) promptly update the insider list in accordance with paragraph 4; and (c) provide the insider list to the competent authority as soon as possible upon its request. 2. Issuers or and any person acting on their behalf or on their account, shall take all reasonable steps to ensure that any person on the insider list acknowledges in writing the legal and regulatory duties entailed and is aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information. Where another person acting on behalf or on the account of is requested by the issuer assumes the task of drawing to draw up and updating update the issuer’s insider list, the issuer remains shall remain fully responsible for complying with this Article. The issuer shall always retain a right of access to the insider list. list that the other person is drawing up. 3. The insider list shall include at least: (a) the identity of any person having access to inside information; (b) the reason for including that person in the insider list; (c) the date and time at which that person obtained access to inside information; and (d) the date on which the insider list was drawn up. 4. Issuers or and any person acting on their behalf or on their account shall each update the their insider list promptly, including the date of the update, in the following circumstances: (a) where there is a change in the reason for including a person already on the insider list; (b) where there is a new person who has access to inside information and needs, therefore, to be added to the insider list; and (c) where a person ceases to have access to inside information. Each update shall specify the date and time when the change triggering the update occurred. 5. Issuers or and any person acting on their behalf or on their account shall each retain the their insider list for a period of at least five years after it is drawn up or updated. 6. Issuers whose financial instruments are admitted to trading on an SME growth market shall be exempt from drawing up an entitled to include in their insider list, provided that lists only those persons who, due to the following conditions are met: (a) nature of their function or position within the issuer takes all reasonable steps to ensure that any person with issuer, have regular access to inside information. By way of derogation from the first subparagraph of this paragraph and where justified by specific national market integrity concerns, Member States may require issuers whose financial instruments are admitted to trading on an SME growth market to include in their insider lists all persons referred to in point (a) of paragraph 1. Those lists shall comprise information acknowledges specified in the legal format determined by ESMA pursuant to the fourth subparagraph of this paragraph. The insider lists referred to in the first and regulatory duties entailed and is aware second subparagraphs of this paragraph shall be provided to the competent authority as soon as possible upon its request. ESMA shall develop draft implementing technical standards to determine the precise format of the sanctions applicable insider lists referred to in the second subparagraph of this paragraph. The format of the insider dealing lists shall be proportionate and unlawful disclosure represent a lighter administrative burden compared to the format of inside information; and (b) insider lists referred to in paragraph 9. ESMA shall submit those draft implementing technical standards to the issuer Commission by 1 September 2020. Power is able conferred on the Commission to provide adopt the competent authority, upon request, implementing technical standards referred to in the fourth subparagraph of this paragraph in accordance with an insider list. Article 15 of Regulation (EU) No 1095/2010. 7. This Article shall apply to issuers who have requested or approved admission of their financial instruments to trading on a regulated market in a Member State or, in the case of an instrument only traded on an MTF or an OTF, have approved trading of their financial instruments on an MTF or an OTF or have requested admission to trading of their financial instruments on an MTF in a Member State. 8. Paragraphs 1 to 5 of this Article shall also apply to: (a) emission allowance market participants in relation to inside information concerning emission allowances that arises in relation to the physical operations of that emission allowance market participant; (b) any auction platform, auctioneer and auction monitor in relation to auctions of emission allowances or other auctioned products based thereon that are held pursuant to Regulation (EU) No 1031/2010. 9. In order to ensure uniform conditions of application of this Article, ESMA shall develop draft implementing technical standards to determine the precise format of insider lists and the format for updating insider lists referred to in this Article. ESMA shall submit those draft implementing technical standards to the Commission by 3 July 2016. Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.

02014R0596-20160703 → 02014R0596-20210101

Article 19 Managers’ transactions 1. Persons discharging managerial responsibilities, as well as persons closely associated with them, shall notify the issuer or the emission allowance market participant and the competent authority referred to in the second subparagraph of paragraph 2: (a) in respect … 470 unchanged words … the competent authority of the home Member State in accordance with point (i) of Article 2(1) of Directive 2004/109/EC or, in the absence thereof, to the competent authority of the trading venue. 3. The issuer or emission allowance market participant shall ensure that make public the information that is notified in accordance with paragraph 1 is made public promptly and no later than three business days after the transaction contained in a manner which enables fast access to this information on a non-discriminatory basis in accordance with the implementing technical standards notification referred to in point (a) paragraph 1 within two business days of Article 17(10). receipt of such a notification. The issuer or emission allowance market participant shall use such media as may reasonably be relied upon for the effective dissemination of information to the public throughout the Union, and, where applicable, it shall use the officially appointed mechanism referred … 1,201 unchanged words … submit those draft implementing technical standards to the Commission by 3 July 2015. Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.

02014R0596-20160703 → 02014R0596-20210101

Article 35 Exercise of the delegation 1. The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in this Article. 2. The power to adopt delegated acts referred to in Article 6(5) and (6), Article 12(5), the third subparagraph of Article 17(2), Article 17(3) , 17(3), Article 19(13) and (14) (14), and Article 38 shall be conferred on the Commission for an indeterminate a period of time five years from 2 July 2014. 31 December 2019. The Commission shall draw up a report in respect of the delegation of power not later than nine months before the end of the five-year period. The delegation of power shall be tacitly extended for periods of an identical duration, unless the European Parliament or the Council opposes such extension not later than three months before the end of each period. 3. The delegation of power referred to in Article 6(5) and (6), Article 12(5), the third subparagraph of Article 17(2), Article 17(3) , Article 19(13) and (14) and Article 38, may be revoked at any time by the European Parliament or by the Council. A decision of revocation shall put an end to the delegation of the power specified in that decision. It shall take effect the day following the publication of the decision in the Official Journal of the European Union or at a later date specified therein. It shall not affect the validity of any delegated acts already in force. 4. As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council. 5. A delegated act adopted pursuant to Article 6(5) or (6), Article 12(5), the third subparagraph of Article 17(2), Article 17(3), Article 19(13) or (14) or Article 38, shall enter into force only if no objection has been expressed either by the European Parliament or the Council within a period of three months of notification of that act to the European Parliament and the Council or if, before the expiry of that period, the European Parliament and the Council have both informed the Commission that they will not object. That period shall be extended by three months at the initiative of the European Parliament or the Council.