As anticipated in last month's Front Page, the new Market Abuse Regime, which consists of the Market Abuse Regulation (MAR) and the Market Abuse Directive on criminal sanctions for market abuse (CSMAD or MAD II) became applicable in Ireland and across the European Union on 3 July 2016. The new regime replaces the previous Market Abuse Directive (2003/6/EC). In Ireland, the European Union (Market Abuse) Regulations 2016 (2016 Regulations) is the Irish statutory instrument transposing CSMAD (and elements of MAR including the delegated acts) into Irish law. It replaces the previous Market Abuse (Directive 2003/6/EC) Regulations 2005 (S.I. 342 of 2005).
The Central Bank of Ireland is the single administrative competent authority for the purposes of Irish market abuse law, as provided under the 2016 Regulations. The Securities and Markets Supervision Division of the Central Bank of Ireland is responsible for the competent authority functions arising from MAR, CSMAD and the 2016 Regulations. The Central Bank of Ireland has issued revised Market Abuse Rules and Guidance on "Market Abuse Regulatory Framework", updated to align with MAR and the implementation of the new Market Abuse Regime.
This new Market Abuse Regime has a number of implications for investment funds listed on the Main Securities Market (MSM) and the Global Exchange Market (GEM) of the Irish Stock Exchange. The new regime makes changes to provisions including:
- More detailed "insider list" requirements, including new format rules (note that insider lists must now be maintained in electronic format). Template insider lists are provided for in Implementing Regulation EU 2016/347. In this context, the Central Bank has confirmed that the requirement in the templates for a "National Identity Number" of a person having access to inside information is not necessary for Irish issuers.
- A new notification obligation in cases where the listed investment fund decides to delay the public announcement of inside information, together with comprehensive record keeping requirements.
- Amended notification requirements in respect of Persons Discharging Managerial Responsibility (PDMRs), including a new "closed period" definition, new timescales for notifications, new disclosure thresholds and new format requirements for disclosure.
- An obligation to keep publicly disclosed information on the listed investment fund's website for at least 5 years.
- A new "market soundings" regime, together with comprehensive record keeping requirements.
- More comprehensive definitions of inside information, insider dealing and market manipulation.
- Minimum rules for criminal sanctions for market abuse and a wider range of activities which constitute an offence, including, for example, inciting, aiding and abetting the commission of certain market abuse offences.
Listed investment funds will need to review and update their existing internal policies and procedures, insider list templates and PDMR disclosure templates etc. to reflect these and other changes.