ESMA has published an updated version of its Q&A on the Market Abuse Regulation. Clarification has now been provided on the following matters:
- For the purpose of calculating whether the threshold triggering the notification obligation under Article 19(1) of the MAR has been reached, the transactions carried out by a person discharging managerial responsibilities (PDMR) and by closely associated persons to that PDMR are not to be aggregated.
- How the value of gifts, donations and inheritances is to be calculated for the purpose of the notification and disclosure of managers’ transactions under Article 19 of the MAR.
- Where PDMRs are granted share awards that are conditional under a contractual remuneration package, notification will only be necessary when the conditions are satisfied and the transaction is actually executed, and not when the contractual remuneration package is entered into.
- A communication which contains purely factual information on one or more financial instruments or issuers does not constitute an “investment recommendation” for the purposes of the MAR, provided it does not explicitly or implicitly recommend or suggest an investment strategy.
- A communication which only reports or refers to previously disseminated investment recommendations, and does not include any new elements of opinion or valuation, or confirmation of a previous opinion or valuation, does not constitute an “investment recommendation” under the MAR.
- If the price or value of a derivative traded outside a trading venue does not depend on or have an effect on the price or value of a financial instrument referred to in Article 2(1)(a), (b) or (c) of the MAR, the derivative is not in scope of the MAR and any recommendation relating to the financial instrument is not in scope of Article 20 of the MAR.
- Where an investment recommendation relates to a derivative, how to determine whether a recommendation has been given on the same financial instrument, for the purposes of complying with Article 4(1)(h) of Commission Delegated Regulation (EU) 2016/958.