The Market Abuse Regulation (MAR) comes into force and effect on 3 July 2016, replacing the existing market abuse regime. The new regime would survive (at least for a period) a Brexit vote later this month should that occur, so it is important that all AIM companies are aware of the impact and consequences of MAR.
Although some of the changes are quite subtle, there are a few key changes that are likely to impact AIM companies which are summarised below.
Dealings by persons discharging managerial responsibilities (PDMRs)
- Various new rules regarding disclosure and dealings during close periods
- AIM companies must have a share dealing code
- A broader application, as not just directors of AIM companies will be covered
- New close periods of different durations to current periods
- Ensure suitable processes are in place
- Adopt or revise the share dealing code
- Identify PDMRs
- Train PDMRs on the new regime and processes
- Existing AIM rules on disclosure are likely to remain but to sit alongside similar, but not identical, disclosure obligations under MAR
- New MAR rules (similar but not identical to the existing AIM rules) regarding the delay of disclosure of inside information
- New requirement to keep insider lists, in a prescribed format
- Ensure suitable procedures are in place
- Prepare an insider policy and prepare insider lists in the required format
- Consider establishing a committee to handle the dissemination and delay of disclosure of inside information
Market Soundings (e.g. in relation to possible fundraisings, transactions etc.)
- New rules regarding the disclosure of information in relation to possible fundraisings, transactions etc
- New rules on record keeping of disclosures
- Train any employees who are involved in market soundings
- Ensure record keeping procedures are in place
If you would like a briefing on the new rules and the technical and practical consequences of the new regime, please contact Neil Matthews or your usual contact at Fieldfisher.
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