The Market Abuse (Amendment) (EU Exit) Regulations 2018

Disclosure requirements

12.—(1) In Article 17 (public disclosure of inside information)—

(a) in paragraph 1—

(i) in the second subparagraph, for “the officially appointed mechanism referred to in Article 21 of Directive 2004/109/EC of the European Parliament and of the Council” substitute “a mechanism referred to in section 89W of the Financial Services and Markets Act 2000(1)”;

(ii) for the third subparagraph substitute—

“This Article shall apply to—

(a) issuers who have requested or approved admission of their financial instruments to trading on a UK regulated market;

(b) in the case of instruments only traded on a UK MTF or on a UK OTF, issuers who have approved trading of their financial instruments on a UK MTF or a UK OTF or have requested admission to trading of their financial instruments on a UK MTF; and

(c) emission allowance market participants registered in the United Kingdom.”;

(b) in paragraph 2—

(i) in the third subparagraph, for the words from “The Commission” to “Article 35” substitute “The Treasury may make regulations”;

(ii) after the third subparagraph, insert—

“For the purposes of the second subparagraph, “minimum threshold” means—

(a) the thresholds set out in regulations made by the Treasury under this paragraph, or

(b) if the Treasury have not made such regulations, the thresholds set out in Article 5 of Commission Delegated Regulation (EU) 2016/522 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council as regards an exemption for certain third countries public bodies and central banks, the indicators of market manipulation, the disclosure thresholds, the competent authority for notifications of delays, the permission for trading during closed periods and types of notifiable managers’ transactions.”

(c) omit paragraph 3;

(d) in paragraph 4, for the last subparagraph substitute—

“Where an issuer or emission allowance market participant has delayed the disclosure of inside information under this paragraph, it shall inform the FCA that disclosure of the information was delayed, immediately after the information is disclosed to the public. Upon the request of the FCA, the issuer or emission allowance market participant shall provide a written explanation of how the conditions set out in this paragraph were met.”;

(e) in paragraph 5, in point (d), for “competent authority specified under paragraph 3” substitute “FCA”;

(f) in paragraph 6—

(i) for “competent authority specified under paragraph 3” substitute “FCA”, in each place it occurs;

(ii) in the opening words, for “the national central bank or the macro-prudential authority, where instituted” substitute “the Bank of England”;

(iii) in point (a), for the words “the authority” to the end of the point, substitute “which is a “PRA-authorised person” within the meaning of section 2B(5) of the Financial Services and Markets Act 2000(2), the Prudential Regulation Authority”;

(iv) in point (b), for “national authority” substitute “authority in the United Kingdom”;

(v) omit the last subparagraph;

(g) in paragraph 9—

(i) for “the trading venue’s” substitute “the UK trading venue’s”;

(ii) for “the trading venue” substitute “the UK trading venue”;

(h) for paragraph 10 substitute—

“10.   The FCA may make technical standards to determine:

(a) the technical means for appropriate public disclosure of inside information as referred to in paragraphs 1, 2, 8 and 9; and

(b) the technical means for delaying the public disclosure of inside information as referred to in paragraphs 4 and 5.”;

(i) omit paragraph 11.

(2) In Article 18 (insider lists)—

(a) in paragraph 1, in point (c), for “competent authority” substitute “FCA”;

(b) in paragraph 6, in point (b), for “competent authority” substitute “FCA”;

(c) in paragraph 7—

(i) for “regulated market in a Member State” substitute “UK regulated market”;

(ii) for “an MTF or an OTF” substitute “a UK MTF or a UK OTF”, in both places it occurs;

(iii) for “an MTF in a Member State” substitute “a UK MTF”;

(d) in paragraph 8—

(i) in point (a), after “market participants” insert “registered in the United Kingdom”;

(ii) omit point (b);

(e) for paragraph 9 substitute—

“9.   The FCA may make technical standards to determine the precise format of insider lists and the format for updating insider lists referred to in this Article.”.

(3) In Article 19 (managers’ transactions)—

(a) in paragraph 1, in the opening words, for “competent authority referred to in the second subparagraph of paragraph 2” substitute “FCA”;

(b) for paragraph 2 substitute—

“2.   For the purposes of paragraph 1, and without prejudice to notification obligations in the law of the United Kingdom other than those referred to in this Article, all transactions conducted on the own account of the persons referred to in paragraph 1 shall be notified by those persons to the FCA.

Notifications shall be made to the FCA within three working days of the transaction date.”;

(c) in paragraph 3—

(i) in the first subparagraph, for the words from “the implementing technical standards” to the end of the subparagraph, substitute—

“—

(a) Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) 596/2014 of the European Parliament and of the Council; and

(b) technical standards made by the FCA under Article 17(10)(a).”;

(ii) in the second subparagraph—

(aa) for “Union” substitute “United Kingdom”;

(bb) for “the officially appointed mechanism referred to in Article 21 of Directive 2004/109/EC” substitute “a mechanism referred to in section 89W of the Financial Services and Markets Act 2000(3)”;

(iii) omit the third subparagraph;

(d) for paragraph 4, substitute—

“4.   This Article applies to—

(a) issuers who—

(i) have requested or approved admission of their financial instruments to trading on a UK regulated market; or

(ii) in the case of an instrument only traded on a UK MTF or a UK OTF, have approved trading of their financial instruments on a UK MTF or a UK OTF or have requested admission to trading of their financial instruments on a UK MTF;

(b) emission allowance market participants registered in the United Kingdom.”

(e) in paragraph 7(c), for “defined in accordance with” substitute “referred to in Article 2(3)(a) of”;

(f) for paragraphs 9 and 10 substitute—

“9.   The FCA may increase the threshold set out in paragraph 8 to EUR 20 000 and must inform the Treasury of its decision and the justification for its decision, with specific reference to market conditions, to adopt the higher threshold.

10.   The FCA must publish the thresholds which apply in accordance with this Article and the justification for any decision taken under paragraph 9 on its website.”;

(g) in paragraph 11(b), for “national law” substitute “the law of the United Kingdom”;

(h) in paragraph 13, for the words from “Commission” to “specifying” substitute “Treasury may by regulations specify”;

(i) in paragraph 14, for the words from “Commission” to “specifying” substitute “Treasury may by regulations specify”;

(j) in paragraph 15—

(i) for the words from “In order” to “implementing” substitute “The FCA may make”;

(ii) omit the second and third subparagraphs.

(4) In Article 20 (investment recommendations and statistics), for paragraph 3 substitute—

“3.— (1) The FCA may make technical standards to determine the technical arrangements for the categories of person referred to in paragraph 1, for objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and for disclosure of particular interests or indications of conflicts of interest.

(2) The technical arrangements laid down in—

(a) Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 supplementing Regulation (EU) 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the technical arrangements for objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and for disclosure of particular interests or indications of conflicts of interest; and

(b) technical standards made by the FCA under the first sub-paragraph,

shall not apply to journalists who are subject to equivalent appropriate regulation in the United Kingdom or in the European Union, including equivalent appropriate self-regulation, provided that such regulation achieves similar effects as those technical arrangements.”

(1)

Section 89W was inserted by S.I. 2015/1755.

(2)

Section 2B was substituted, with the rest of Part 1A of the Financial Services and Markets Act 2000, by section 6(1) of the Financial Services Act 2012 (c.21).

(3)

Section 89Wwas inserted by S.I. 2015/1755.