The Market Abuse Regulation (MAR) takes effect on 3 July 2016 (this Sunday), and the last implementation arrangements are now being finalised. As part of that, the FCA has today updated its website to provide online forms to be used to notify it where:
- A company has delayed announcing inside information.
- A person discharging managerial responsibilities (PDMR) or a person closely associated with them (PCA; formerly known to Main Market companies as a connected person) has dealt in shares in their company or other relevant securities.
Both forms are interactive and must be submitted online. There is an option to print a pdf of the completed form.
Notification of dealing by PDMR or PCA
While the legal obligation to inform the FCA falls on the PDMR or PCA concerned, the FCA has said that it is happy for the company to make notifications on their behalf. In many cases, this will be preferable, and companies may in fact want to require individuals to leave it to the company secretary to notify the FCA in order to prevent mistakes being made and to ensure that the process of notifying the FCA is tied to the process for the company to announce details of the dealing to the market (via a RIS).
The FCA has also said that companies can use the FCA notification form as the basis of their own RIS announcement. This would probably entail the company converting the pdf of the completed FCA notification into Word and then making arrangements to send the document out via the company’s usual RIS.
Alternatively, companies could use as the basis of their announcement the form used by the PDMR or PCA to notify the company that they have dealt. There is a template for such a form in Schedule 3 of the specimen share dealing code published recently by the ICSA (see our LawNow article published on 29 June). Provided the form has been completed by the PDMR or PCA electronically (rather than details having been included in manuscript), this may be quicker and easier than converting the FCA notification form from pdf into Word.
Whichever method is used, the company can add extra information to the announcement (e.g. details of the share plan under which the PDMR received shares) provided the additional information does not detract from the mandatory information.
Both the FCA notification and the company’s announcement to the market must be made within three business days of the dealing.
The FCA has included on the relevant webpage a set of FAQs and there is also an FCA MAR helpline open for queries on the two notification obligations (0207 066 8356).
For background and further details on the obligations to notify any delay in announcing inside information and any dealings by PDMRs or PCAs see our briefing notes on how MAR impacts Main Market companies and AIM companies, and how it could affect employee share plans.