The Central Bank of Ireland (the “CBI”) recently issued the Central Bank (Investment Market Conduct) Rules 2019 (the “IMC Rules”), which consolidate the CBI’s pre-existing rules on transparency, market abuse and prospectuses into a single statutory instrument as well as making a number of amendments to those pre-existing rules.
The IMC Rules
The IMC Rules (here) came into force on 21 July 2019. Part 2 of the IMC Rules sets out transparency requirements, Part 3 sets out market abuse requirements and Part 4 sets out prospectus requirements.
The new rules repeal the CBI’s pre-existing Transparency Rules, Market Abuse Rules and Prospectus Rules.
As compared to the pre-existing Transparency Rules, the transparency requirements set out in the IMC Rules include amendments relating to the dissemination of regulated information when a Regulatory Information System (RIS) is closed. The Transparency Requirements also amend the requirements:
- applicable to issuers of depository receipts and to issuers of transferable securities convertible into shares;
- applicable to issuers of preference shares;
- relating to the notification of major shareholdings; and
- regarding the notification of home Member State.
Market Abuse Requirements
Among other things, the IMC Rules require an issuer:
- to obtain a Legal Entity Identifier in certain circumstances, within 6 months of the IMC Rules coming into force – the CBI will address the matter of whether an LEI must be obtained at umbrella or sub-fund level in the CBI’s investment fund rule books in due course; and
- when filing regulated information, to notify the Official Appointed Mechanism (OAM) and the CBI of the classification of the regulated information.
The prospectus requirements reflect the new regulatory framework introduced under the Prospectus Regulation 2017/1129 (see our related briefing here). In particular they include requirements:
- regarding the filing and dissemination of Universal Registration Documents (“URD”) when an issuer relies on a URD to fulfil its obligations to publish the annual financial report or the half yearly financial report under transparency (regulated markets) law;
- which oblige a person who relies on certain exemptions from the requirement to publish a prospectus to file with the CBI the document that the person is required to make available to the public in accordance with that exemption;
- which require an issuer, offeror or person asking for admission to trading on a regulated market to notify the CBI, on the prospectus’ day of approval, of the prospectus’ method of publication and to provide the CBI with a hyperlink to the dedicated website section on which the prospectus will be published. Such persons must also notify the CBI if there is any change to the hyperlink during the 10 years after the prospectus’ publication.
The Companies Act 2014 empowers the CBI to make rules imposing requirements so as to secure:
- that the provisions of transparency (regulated markets law), Irish market abuse law or Irish prospectus law are complied with; and
- the effective supervision by the CBI of activities of the kind to which Irish prospectus law relates.
The CBI used this power to issue the pre-existing Transparency Rules, Market Abuse Rules and Prospectus Rules. The CBI also published Guidance on each of these topics.
On 22 June 2018, the CBI issued a Consultation (CP 121) in which it proposed certain amendments to the CBI’s Market Abuse and Transparency Rules and to consolidate these Rules into the IMC Rules. The CBI also signalled its intention to consolidate its Prospectus Rules into the IMC Rules in due course and it subsequently issued a Consultation (CP 127) on its proposals in this regard, on 10 December 2018. The CBI published a feedback statement on CP 121 on 15 July 2019 (here).
The CBI has also published updated Guidance on the Transparency Regulatory Framework, the Market Abuse Regulatory Framework and on the Prospectus Regulatory Framework as well as the second edition of the Transparency Regulatory Framework Q&A.