RE: Share options16 Jun 2020 19:47
AIM rule on Closed periods:
AIM Rule 17 – the AIM Rule 17 requirement that directors’ dealings be notified to the market without delay was deleted on 3 July 2016, as it was considered that Article 19 of MAR would provide an appropriate level of transparency for the market. Article 19 of MAR imposes an obligation on persons discharging managerial responsibility (PDMRs), as well as persons closely associated with them (CAPs), to notify the company and the competent authority (in the UK, the Financial Conduct Authority) of every transaction conducted on their own account relating to the shares or other securities held by the PDMR or CAP in that company above a certain threshold (currently €5,000). Such a notification must be made promptly and no later than three business days after the date of the transaction. The issuer is required to ensure that the information that is notified by a PDMR or CAP in accordance with Article 19 is made public promptly and no later than three business days after the transaction is completed.
AIM Rule 21 – AIM Rule 21 previously imposed a requirement on AIM companies to ensure that, except in certain limited circumstances, directors and applicable employees did not deal in the company’s securities during a close period. A close period was defined as the period of 60 days immediately prior to the release of the company’s annual accounts, the period from the relevant financial period end up to and including the time of the publication of half-yearly results (if relevant) and 30 days prior to the release of quarterly results (if relevant), as well as any other time that the company was in possession of unpublished price sensitive information.
As a result of the implementation of MAR, AIM Rule 21 was replaced by a requirement for AIM-listed companies to implement a share dealing policy which complies with a set of minimum requirements. The definition of a close period (redefined as a ‘closed period’) was also amended to be the 30 days prior to the release of financial results. The restrictions on dealing while in possession of unpublished price sensitive information remain.
AIM companies are required to establish appropriate closed periods (which may be more than the prescribed 30 days prior to the release of financial information) during which directors and applicable employees are restricted from dealing in the company’s shares, and create and implement procedures that directors and applicable employees are required to comply with prior to conducting any transactions in the company’s shares, in order to obtain clearance to deal. Finally, there should also be a procedure in place requiring notifications of dealings in the company’s shares to be disclosed to the company in order that the company can notify transactions which are required to be made public.
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