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MAR & DTR - Coggle Diagram
MAR & DTR
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Selective disclosure
The FCA guidance in this area is clear that selective disclosure of inside information relating to any matter to any person cannot be justified only on the basis that the person owns the company a duty of confidentiality
The ability to share inside information with those owing a duty of confidentiality can only be relied on where the recipient needs that information to provide services or advice to the company or to persons directly involved in the matter such s
Those persons with whom the listed company is negotiating or intends to negotiate, the listed company's own advisers and the advisers of any party to the matter
Employee representatives or trade unions acting on their behalf, in any discussions relating to the matter
Any government department, the BoE, the Competition Commission or other statutory or regulatory body or authority
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Care must be taken where a wide group of external parties are made aware of inside information on a selective basis as this increases the likelihood of a leak fo that information which in turn will trigger full disclsoure
Listed companies must establish effective arrangements to keep inside information confidential and only accessible to those within the company that require access in the exercise of their function within the listed company
In any circumstances where disclosure of the inside information is delayed, whether in connection with a specific non routine matter or in the period in the immediate run up to an announcement of financial results, the company must be able to issue a holding announcement as soon as reasonably practical in the event of any breach of confidentiality or leak of the information or any part of it
Listed companies will need to carefully assess situations where there is press speculation or market rumour whether that speculation or rumour is accurate or not and make an announcement in circumstances where knowledge of the true position consistutes inside information
Information requirements
Companies must ensure equal treatment of shareholders and provide all the facilities and information to enable such holders to exercise their rights
Forms of proxy must be available with either the notice of GM or following the announcement of the meeting
Companies must appoint a financial institution through which shareholders may exercise their financial rights
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Inside information
Under MAR 17, companies must publish inside information via an RIS that directly concerns them as soon as possible and must post and keep on their website for five years, copies of all inside information publicly disclosed
Inside information is information that is precise has, not been made public, relates directly or indirectly to the company and if made public is likely to have a significant effect on the price of the company's shares or securities
A short delay may be acceptable in order to provide full clarification, in which case a holding announcement should be issued
DTR sets out a range of factors that a listed company should consider when assessing whether information constitutes inside information including
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The company and its advisers are best placed to determine if any specific information constitutes inside information
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Payments to governments
Companies carrying out business in the extractive or logging of primary forest industries are required to report annually on payments made to government in each financial year
The report must be published within 6 months of the end of the relevant financial year and the reports must be available free of charge for at least the next 10 years
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The primary obligation of companies under MAR relates to the control and disclosure of inside information and dealing by PDMRs
Investment firms have additional responsibilities to monitor and report investment transactions and suspicious activities for the prevention of market manipulation and other fraudulent activity
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To facilitate the disclosure of inside information, listed companies must have appropriate processes in place to identify inside information
Where a disclosure has been delayed the company must notify the FCA of that fact immediately after the information has been disclosed and provide an explanation if requested
Other than in situations where the recipient owes a duty of confidentiality where a company or person acting on its behalf discloses inside information to a third party, in the normal course of employment or profession there must also be complete public disclosure of that information, simultaneously in the case of a planned disclosure or as soon as possible in the case on non-intention disclosure