Issuers Of Debt Securities On GEM To Be Subject To New Market Abuse Regime

Author:Ms Helen Berrill, Cormac Kissane, Glenn Butt, Aiden Small and Phil Cody
Profession:Arthur Cox
 
FREE EXCERPT

On 3 July 2016, a new market abuse regime will come into force across the EU, replacing the existing EU regime (in force in Ireland since 2005). For the first time, issuers of debt securities listed on unregulated markets across the EU, including the Irish Stock Exchange's Global Exchange Market (GEM) will be in scope.

This Briefing summarises key areas of this new regime that issuers of debt securities listed on GEM should be aware of and what steps those issuers should take now to ensure that they can comply with the new regime from 3 July 2016.

BACKGROUND

The new market abuse regime will comprise a Market Abuse Regulation (MAR) and a Market Abuse Directive (CSMAD). MAR will set out the revised market abuse framework, while CSMAD will set out minimum rules for the criminal sanctions that member states must impose for breaches of the new framework.

While the existing EU regime was based on a 2003 Directive, MAR is a regulation which will be directly effective in each EU Member State without the need for domestic legislation. This is to ensure consistency of implementation. CSMAD will require domestic legislation (further detail is set out later in this briefing under 'Civil and criminal sanctions').

KEY POINTS FOR ISSUERS TO NOTE

The new market abuse regime:

prohibits insider dealing, market manipulation (attempted, or actual) or the unlawful disclosure of inside information; and imposes obligations in relation to: the disclosure of inside information; putting insider lists in place; and reporting transactions by managers. KEY TERMS

An explanation of the following key terms is set out at the back of this briefing: inside information, market manipulation, insider dealing, PDMRs and persons closely associated with PDMRs.

KEY OBLIGATIONS

When inside information must be disclosed: An issuer must disclose inside information to the public where that information directly concerns the issuer. The information must be made public in a manner which enables it to be accessed quickly by the public and cannot be disclosed in conjunction with any marketing by the issuer of its activities. The information must also be published and maintained on the issuer's website for at least 5 years. Disclosure can be delayed, but only if immediate disclosure could prejudice the issuer's legitimate interests, the delay is unlikely to mislead the public and the issuer is able to ensure confidentiality of the information. For an issuer to be able to delay the...

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