5.2 Disclosure: Share Dealings Flashcards
By when must issuer be notified of change in major shareholding under 5.1.2R
Within 2 trading days from day after transaction
Where are ‘exceptional circumstances’ in which PDMR can deal in closed period
19(12) MAR
Which provision gives the time period within which major shareholder must notify issuer of change in shareholding
DTR 5.8.3R
What provision requires disclosure of PDMA/PCR dealings to issuer + FCA
19(1) MAR
By when must issuer notify market of change in major shareholding + provision
No later than end of trading day following receipt (5.8.12(1)R)
What offences may apply if PDMR deals in closed period
ID offences under 52 CJA and 8(1) MAR if possession of inside info
What general disclosure Os does issuer have regarding share changes
Disclose changes every calendar month + any material increase/decrease in shares (DTR 5.6 generally)
What form is used to notify issuer of change in major shareholding
TR1
What is an example of an exceptional circumstance when PDMR can deal in closed period
Financial difficulty
Who (x2) must major shareholder inform the change in shareholding under 5.1.2R - provisions too
Issuer (5.1.2R) and FCA (5.9.1R)
What is a PDMR defined as under MAR
Member of management body or senior exec
Is the threshold in 19(8) MAR relevant to determine if dealing by PDMR/PCA should be disclosed?
No - always disclose
By when must dealings by PDMR/PCR dealings be disclosed to issuer + FCA
Promptly, and no later than 3 BD after transaction
When can PDMR deal in a closed period
If exceptional circumstances
What provision requires issuer to be notified if change in major shareholding
DTR 5.1.2R
What obligation does issuer have regarding PDMRs under MAR
Notify PDMRs of their Os (19(5))
What must the change in shareholding be for the O to disclose change in major shareholding to apply
If, when rounded down, acquisition/disposal of shares exceeds/reaches/falls below 3%, or changes between any percentage above 3%
When are PDMRs restricted from dealing
‘Closed periods’
What two FSMA provisions can FCA use for non-compliance w/ DTRs
91 and 89 FSMA
Where defines PCA
3(1)(26) MAR
By when must issuer disclose PDMR/PCA dealing to market
Within 3 BD of TRANSACTION (not notification)
To what kind of shares do the major shareholding disclosure rules apply? Provision too
If shares on RM (MM) or certain exchange regulated markets (AIM) per 5.1.1R
Where defines ‘closed periods’
Article 19(11) MAR
What is a ‘closed period’
30 calendar days before interim/year-end financial report
