News on MAR impact on managers’ transactions

Confirmation of the use of "zero" value for disclosure of gifts and inheritance

Donations and gifts made or received or inheritance received are transactions to be notified by persons discharging managerial responsibilities (PDMRs) and their closely associated persons (CAPs) under the market abuse rules (MAR).

ESMA’s latest MAR Q&As clarify what to put in the "price" box of the notification form when disclosing gifts, donations and inheritances. The answer is "zero".

ESMA also explains how to calculate the value of transactions for the annual €5,000 threshold. This should be the last published price for the shares on the date of transaction. For the MAR notification form, however, the price field "is expected to be populated with 0 (zero)", as noted above. The MAR Q&As also deal with the following:

Do you have to aggregate PDMRs' transactions with CAPs' transactions?

No. When calculating the annual €5,000 threshold, there is no need to add a PDMR’s transactions with the transactions of CAPs. We did not think there was any doubt on this point under the MAR rules, but ESMA is probably responding to cautious enquiries.

Do you notify when you enter into a service contract promising shares on certain conditions?

Under the MAR rules, there is a specific requirement to notify the acceptance of a "stock option" (which includes all awards). There is also a separate requirement to notify "conditional transactions" but only when the conditions are satisfied. ESMA clarifies that entering into a "remuneration package contract" promising shares when certain conditions are met is not in itself notifiable. The requirement is to notify when the conditions are met and the transactions take place.