RE: Another day, another day of no news.4 Jun 2025 21:15
As the chairman of a company listed on the FTSE (Financial Times Stock Exchange) in London, you are subject to specific regulations governing insider trading and share transactions under UK law, primarily enforced by the Financial Conduct Authority (FCA) and guided by the UK Market Abuse Regulation (UK MAR), which aligns with EU Market Abuse Regulation principles. These rules impose restrictions on when you can buy or sell shares in your own company to prevent insider dealing and ensure market fairness. Below is a concise overview of the periods during which you cannot buy or sell shares, tailored to the UK context, with references to relevant regulations and practices.
Key Restrictions on Buying and Selling Shares
Closed Periods (Blackout Periods)
Definition: Under Article 19(11) of UK MAR, directors and persons discharging managerial responsibilities (PDMRs), including the chairman, are prohibited from trading in the company’s shares during a closed period. This is defined as the 30 calendar days before the announcement of interim financial results (e.g., half-yearly reports) or year-end financial results (e.g., annual reports).
Company-Specific Policies: Many FTSE companies extend closed periods beyond the mandatory 30 days (e.g., starting 2-4 weeks before the quarter-end) or impose additional blackout periods for significant events like mergers or major contracts. Check your company’s insider trading policy for specifics, as these often require pre-clearance from the company secretary or compliance officer even outside closed periods.
Material Nonpublic Information (MNPI)
Rule: You cannot trade shares if you possess inside information, defined under UK MAR as precise, nonpublic information likely to have a significant effect on the company’s share price (e.g., unannounced earnings, acquisitions, or regulatory changes). Trading is prohibited until the information is publicly disclosed and the market has had time to absorb it (typically 1-2 trading days after announcement).
Impact: Even outside closed periods, if you have MNPI (e.g., knowledge of a pending takeover as chairman), you must refrain from trading. This applies regardless of whether a trading window is open.
I'll be surprised if we hear anything substantial by the end of June/July.
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