FCA announces regulatory approach to the issue of closed periods and preliminary announcements under MAR

One of the most significant outstanding issues in relation to the impact of the EU Market Abuse Regulation No.596/2014 (MAR) was how to interpret closed periods in Article 19(11) of MAR in light of a preliminary announcement made pursuant to LR 9.7A.1R.

The Financial Conduct Authority (FCA) has announced that, pending clarification from the European Commission (Commission) and the European Securities and Markets Authority (ESMA), it will continue to take the view that where an issuer announces preliminary results, the closed period exists immediately before the preliminary results are announced. Under MAR, the length of the 'closed period' will be 30 days.

The FCA stresses that this will only be the case where the preliminary results announcement contains all inside information expected to be included in the year-end report.

Thus, while the definitive position remains to be provided by the Commission and ESMA, the FCA's announcement is to be welcomed as it means that issuers who have no further inside information relating to year-end results following the publication of their preliminary results announcement will, in line with current practice, move into an open period notwithstanding that they have not yet published their annual report. This is particularly helpful for issuers whose PDMRs are used to dealing following the announcement of preliminary results, as they will be able to continue with this practice. In addition, issuers whose share award calendar has been timed around the preliminary results announcement will be able to continue with their existing arrangements as regards the granting and vesting of options and awards.

FCA publishes online forms for the submission of information in relation to delayed disclosure and PDMR/PCA transactions

The FCA has published the 15th edition of its Primary Market Bulletin. Described as a "special edition", it focuses solely on the implementation of MAR. In particular, it publishes two forms for use when submitting notifications to the FCA by:

  • Issuers which have delayed the announcement of inside information to the market in accordance with Article 17(4) of MAR – click here. Such notifications must be made to the FCA immediately following the public announcement of the information. Curiously, the draft form does not appear to require the notification of the date and time on which the decision to delay the disclosure of inside information was taken as required by Article 4(3)(e) of the draft Commission Delegated Regulation on the issue as set out in Annex XII of the ESMA Final Report of September 2015; and
  • PDMR/PCA in relation to transactions conducted on their account in or related to the financial instruments of a relevant issuer in accordance with Article 19 – click here. Such notifications must be made promptly and no later than three business days after the date of the transaction.

The forms are not yet "live" but are provided for information at this stage.

The FCA states in the bulletin that, given the extended scope of MAR, it plans to work closely with market operators to monitor its application and compliance. For issuers with financial instruments admitted to trading on multi-lateral trading facilities, such as AIM, the FCA intends to collaborate with market operators on compliance issues and real time market monitoring.

ICSA launches consultation on the practice of minuting meetings

The Institute of Chartered Secretaries and Administrators (ICSA) has published a consultation on the practice of minuting board meetings with a view to it publishing guidance on best practice in due course. Responses are requested by 24 June 2016.

Key Contacts

Richard Preston

Richard Preston

Managing Associate, Corporate Finance
London, UK

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