The EU Market Abuse Regulation (MAR), which contains new rules about dealing in shares by directors and “persons discharging managerial responsibilities” (PDMRs), will come into force on 3 July 2016. Unlike the current rules, which are different for companies on the full list and those on AIM, the MAR will apply to all quoted companies.
So how will MAR affect share plans?
|Old regime – companies on main market||Old regime – companies on AIM||New regime|
|Applicable dealing code||Model Code under the Listing Rules
|Rule 21 of the AIM rules for companies (this will be amended to require AIM companies to update their policies to comply with MAR by 3 July 2016)||MAR|
|To whom does it apply?||Directors and “persons discharging managerial responsibilities”
|Directors and “applicable employees”||PDMRs:
(a) members of the administrative, management or supervisory body of the company; or
(b) senior executives who have regular access to inside information and the power to take managerial decisions about the company
|Periods during which dealing is prohibited||A close period or any period during which there is “inside information”||A close period or any period during which there is “unpublished price-sensitive information”||The 30-day period prior to the announcement of year-end results and any interim results|
|End of close period||Date of announcement of preliminary results (or if no preliminary announcement, date of publication of report and accounts)||Date of publication of report and accounts or date of announcement of half-year or quarterly results||Not clear without further guidance, but possible that announcement of preliminary results may no longer suffice|
- review the rules of their share plans to see if amendments to references to the Model Code or the AIM dealing rules need to be made;
- re-visit the relative timing of vesting of awards where tax is to be funded by the immediate sale of some of the shares by the participant;
- consider delaying vesting if it will fall within the new definition of close period; and
- update their guidance for the company and relevant share scheme participants about insider dealing.