Issuers look to find safety in numbers in the absence of clear guidance on MAR

With only days to go until the EU Market Abuse Regulation comes into effect, there remain many unanswered questions about how listed companies should operate in practice. Unless and until more guidance is given, or market practice develops, there is some safety in numbers: listed companies can feel more confident in their approach if their peers are doing the same. To that end we conducted a poll of approximately 300 attendees at our recent client seminars on MAR. The results were as follows:

  • Less than 5% feel that they will be completely ready on 3 July.
  • The majority believe that MAR will not impact what they announce or when, but over 40% think they are likely to announce more, or earlier.
  • The majority plan to maintain confidential project lists (grey insider lists) of those working on a project even if it does not amount to inside information, so that if and when it does become inside information they can quickly turn that into a formal insider list.
  • 20% will not maintain the voluntary permanent insider section of an insider list.
  • The template insider list requires inclusion of a national identification number (if applicable). There has been no guidance on what this means in the UK. The majority will include a national insurance number or Tax ID, 27% will leave it blank until the FCA confirms and 21% will include passport numbers.
  • 96% will maintain a dealing clearance process for PDMRs even though it will no longer be compulsory with the deletion of the Model Code. Most will extend this to employees on the insider list and some to a further group of restricted individuals.
  • Of those which publish quarterly results, 74% will impose an informal closed period before their quarterly reports.
  • Although PDMRs and their closely associated persons are responsible for notifying the UKLA (as well as the company) when they deal, over 75% will make the notifications to the FCA on behalf of both PDMRs and CAPs. A further 10% will make the notification for PDMRs but not for CAPs.
  • PDMR/CAP transactions below €5000 in any calendar year do not need to be notified. However, monitoring whether dealings have crossed that threshold is burdensome for companies and so over 70% will ignore the annual threshold completely.

Please also see dedicated MAR page on our Knowledge Portal.