RE: New staff13 Apr 2021 11:47
Piker - not just directors
EU MAR was amended in December 2019 such that when a person discharging managerial responsibilities (PDMR) notifies a dealing in shares to an issuer, the issuer will have two business days to disclose the dealing to the market from the date of notification (rather than the notification by the PDMR to the issuer and the disclosure by the issuer to the market having to be made within the same three days of the dealing). This amendment to EU MAR is effective from 1 January 2021. As this is after the Brexit transition period is scheduled to end, this change would not be automatically incorporated into UK law. The Bill ensures that this change will apply in the UK from 1 January 2021.
The Bill also clarifies that issuers and any person acting on their behalf or on their account are all required to maintain an insider list when in possession of inside information.
According to MAR, the official verbatim definition of a PDMR is a:
“‘person discharging managerial responsibilities’ means a person within an issuer, an emission allowance market participant or another entity referred to in Article 19(10), who is:
(a) a member of the administrative, management or supervisory body of that entity; or
(b) a senior executive who is not a member of the bodies referred to in point (a), who has regular access to inside information relating directly or indirectly to that entity and power to take managerial decisions affecting the future developments and business prospects of that entity;”
Or a closely related person
person discharging managerial responsibilities’ means a person within an issuer, an emission allowance market participant or another entity referred to in Article 19(10), who is:
(a) a member of the administrative, management or supervisory body of that entity; or
(b) a senior executive who is not a member of the bodies referred to in point (a), who has regular access to inside information relating directly or indirectly to that entity and power to take managerial decisions affecting the future developments and business prospects of that entity;” (MAR Article 3(1.25))
This refers to any person employed by an issuer who holds managerial responsibilities that provide insight into trades, financial instruments, and insider information.
Since managerial personnel have the capacity to use this information to illegally gain an advantage over the market, MAR strictly regulates the protocols to prevent PDMR market abuse.
What is a closely associated person?
As defined by MAR:
“‘person closely associated’ means:
(a) a spouse, or a partner considered to be equivalent to a spouse in accordance with national law;
(b) a dependent child, in accordance with national law;
(c) a relative who has shared the same household for at least one year on the date of the transaction concerned; or
(d) a legal person, trust or partnership, the managerial responsibilities of which are discharged by a person