GENERAL CORPORATE

Market Abuse Regulation - Publication of the final draft regulatory technical standards (“RTS”) for the appropriate arrangements, systems and procedures for disclosing market participants conducting market soundings

The European Commission has published a final draft of the delegated regulation (the “Regulation”) that sets out the RTS for the appropriate arrangements, systems and procedures for disclosing market participants conducting market soundings. The final draft made several amendments to the Regulation’s articles and recitals. The most significant amendments were the addition of:

  • recital 5: This provides that Market Participants should be presumed to be disclosing inside information in the normal exercise of their employment, profession or duties for the purposes of Article 10(1) of Regulation (EU) No 596/2014; and
  • recital 9: This specifies that the provisions of the RTS should take effect from the same date as the provisions set out in Regulation (EU) No 596/2014.

Impact — The Regulation was adopted by the Commission on 17 May 2016 and in accordance with recital 9 of the Regulation it will come into force on 3 July 2016 (the date on which regulation No. 596/2014 is due to come into force).

FCA publishes guidance on filing notifications with the FCA under the EU Market Abuse Regulation (“MAR”)

The FCA has published a short (2 page) special edition of the Primary Market Bulletin that focuses on how and when issuers are expected to file, in accordance with MAR, the following notifications with the FCA:

  • Persons Discharging Managerial Responsibility (“PDMR”) notifications:

PDMRs, and those closely associated with them, will need to notify issuers and the FCA of certain transactions in or related to the issuer’s financial instruments conducted on their own account and worth over €5000. These notifications will need to be made promptly and no later than 3 business days after the date of the transaction.

  • Notifications for delayed disclosure of inside information: Where an issuer has delayed disclosing inside information in accordance with MAR, the issuer must notify the FCA of the delay immediately following public disclosure of the information.

From 3 July 2016, each of these notifications will need to be submitted to the FCA through online forms (draft versions of the PDMR and delayed disclosure forms are available from the FCA website).

OTHER ITEMS

  • The FCA has published its May edition of the Regulation  Round-Up for regulated firms.
  • ICSA has published a consultation paper on the “Practice  of Minuting Meetings” in which they seek comments and responses to their proposed regime for the governance of how board meetings should be conducted and recorded. They specifically invite responses to questions on the following topics:
    • legal and regulatory framework of board meetings;
    • responsibility for the production of minutes of meetings;
    • drafting minutes of meetings (including style of writing, level of detail, conflicts of interest and editing minutes);
    • access to minutes; and
    • retention of company secretary’s notes of meetings.
  • The Modern Slavery (Transparency in Supply Chains) Bill  has had its first reading in the House of Lords. If the Bill receives royal assent it will expand the provisions of s.54 of the Modern Slavery Act 2015 by requiring public bodies to prepare “Slavery and Human Trafficking statements” (“SaHT Statements”) for each financial year. The Bill also requires both public and commercial organisations to include their SaHT statements as part of their annual reports and accounts.