5.2 Disclosure: Share Dealings

Question 1

By when must issuer be notified of change in major shareholding under 5.1.2R

Answer 1

Within 2 trading days from day after transaction

Question 2

Where are ‘exceptional circumstances’ in which PDMR can deal in closed period

Answer 2

19(12) MAR

Question 3

Which provision gives the time period within which major shareholder must notify issuer of change in shareholding

Answer 3

DTR 5.8.3R

Question 4

What provision requires disclosure of PDMA/PCR dealings to issuer + FCA

Answer 4

19(1) MAR

Question 5

By when must issuer notify market of change in major shareholding + provision

Answer 5

No later than end of trading day following receipt (5.8.12(1)R)

Question 6

What offences may apply if PDMR deals in closed period

Answer 6

ID offences under 52 CJA and 8(1) MAR if possession of inside info

Question 7

What general disclosure Os does issuer have regarding share changes

Answer 7

Disclose changes every calendar month + any material increase/decrease in shares (DTR 5.6 generally)

Question 8

What form is used to notify issuer of change in major shareholding

Answer 8

TR1

Question 9

What is an example of an exceptional circumstance when PDMR can deal in closed period

Answer 9

Financial difficulty

Question 10

Who (x2) must major shareholder inform the change in shareholding under 5.1.2R - provisions too

Answer 10

Issuer (5.1.2R) and FCA (5.9.1R)

Question 11

What is a PDMR defined as under MAR

Answer 11

Member of management body or senior exec

Question 12

Is the threshold in 19(8) MAR relevant to determine if dealing by PDMR/PCA should be disclosed?

Answer 12

No - always disclose

Question 13

By when must dealings by PDMR/PCR dealings be disclosed to issuer + FCA

Answer 13

Promptly, and no later than 3 BD after transaction

Question 14

When can PDMR deal in a closed period

Answer 14

If exceptional circumstances

Question 15

What provision requires issuer to be notified if change in major shareholding

Answer 15

DTR 5.1.2R

Question 16

What obligation does issuer have regarding PDMRs under MAR

Answer 16

Notify PDMRs of their Os (19(5))

Question 17

What must the change in shareholding be for the O to disclose change in major shareholding to apply

Answer 17

If, when rounded down, acquisition/disposal of shares exceeds/reaches/falls below 3%, or changes between any percentage above 3%

Question 18

When are PDMRs restricted from dealing

Answer 18

‘Closed periods’

Question 19

What two FSMA provisions can FCA use for non-compliance w/ DTRs

Answer 19

91 and 89 FSMA

Question 20

Where defines PCA

Answer 20

3(1)(26) MAR

Question 21

By when must issuer disclose PDMR/PCA dealing to market

Answer 21

Within 3 BD of TRANSACTION (not notification)

Question 22

To what kind of shares do the major shareholding disclosure rules apply? Provision too

Answer 22

If shares on RM (MM) or certain exchange regulated markets (AIM) per 5.1.1R

Question 23

Where defines ‘closed periods’

Answer 23

Article 19(11) MAR

Question 24

What is a ‘closed period’

Answer 24

30 calendar days before interim/year-end financial report

Question 25

What provision makes clear that, when working out if major shareholding has changed, round down

Answer 25

5.1.1(6)R

Question 26

What general section of DTR applies to when to inform of change in major shareholdings

Answer 26

DTR 5.8

Question 27

Where defines PDMR

Answer 27

3(1)(25) MAR

Question 28

What happens if issuer/PDMR does not comply w/ DTRs

Answer 28

91 FSMA penalties + censure + potential suspension/cancellation of trading under 89 FSMA