With the Market Abuse Regulation (MAR) entering into force on 3 July 2016 Directors’ Dealings are no longer published by the FMA, but by the issuers. The person subject to reporting obligations must submit Directors’ Dealings notifications to the issuers and the FMA. The issuer then publishes the notification pursuant to Article 19 (3) MAR.
Persons discharging managerial responsibilities at an issuer, as well as persons closely associated with them, shall notify the issuer and the FMA about every proprietary trade involving shares or debt instruments or associated derivatives or other associated financial instruments (Article 19 (1) MAR)
A person discharging managerial responsibilities within an issuer is a person who is (Article 3 (1) (25) MAR)
- a member of an administrative, management or supervisory body of that entity; or
- 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 has the power to take managerial decisions affecting the future developments and business prospects of that entity.
A person closely associated to the person discharging managerial responsibilities means: (Article 3 (1) (26) MAR)
- a spouse, or a partner considered to be equivalent to a spouse in accordance with national law;
- a dependent child, in accordance with national law;
- a relative who has shared the same household for at least one year on the date of the transaction concerned; or
- a legal person, trust or partnership, the managerial responsibilities of which are discharged by a person discharging managerial responsibilities or by a person referred to in point (a), (b) or (c), which is directly or indirectly controlled by such a person, which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person.
The Financial Market Authority advised on 15 July 2016 that, subject to final clarification of the new legal situation, it should be assumed until further notice that legal persons as defined in Article 3 (1) (26) point d of the Market Abuse Regulation (EU) No. 596/2014 (MAR) are only subject to a reporting obligation in accordance with Article 19 MAR, if the manager in question derives an appreciable financial advantage from the transaction.
Based on the Questions and Answers on the Market Abuse Regulation (ESMA70-145-111) that have now been published by the European Securities and Markets Authority (ESMA) the FMA is accordingly changing its administrative practice. Further details can be found in the ESMA Q&A,Version 7, Q7.7. published by the ESMA.
Instruments subject to notification obligations
The financial instruments subject to notification obligations include shares or debt instruments of the issuer, associated derivatives or other associated financial instruments.
All proprietary trading activities involving the aforementioned instruments are required to be notified. A non-exhaustive list of notifiable transactions subject to reporting obligations can be found in Article 10 (2) of Implementing Regulation (EU) 2016/522 as well as Article 19 (7) MAR. They include, for example, the acceptance of stock (options) as part of a remuneration package, gifts and donations made or received, inheritances received or the pledging of notifiable financial instruments.
The obligation to notify pursuant to Article 19 (1) MAR applied for transactions conducted once the total amount of such transactions has reached EUR 5 000 within a calendar year. The threshold of EUR 5 000 is calculated without netting all transactions listed in Article 19 (1) MAR (Article 19 (8) MAR).
Submission and publication of the notification
Notifications about Directors’ Dealings are to be submitted without delay at latest three business days following the date of the transaction to the issuer or market participant for emission allowances and the FMA. The submission to the FMA is to be made by e-mail to email@example.com.
For the submission and publication of the notification the form from Implementation Regulation (EU) 2016/523 must be used, which you may download and fill out electronically (see below). Below there is also a set of instructions about how to fill out the form.
The issuer then publishes this notification pursuant to Article 19 (3) MAR.