"Announcement" of the financial report interpreted for the purposes of determining the closed period under MAR
Legal Alert
Sunday, 17 July 2016 13:01

 

"Announcement" of the interim or year-end financial results determines the timing of the closed period referred to in Article 19(11) of Regulation (EU) No 596/2014 (MAR).

 

ESMA explains that the term "announcement" of an interim or a year–end financial report used in Article 19(11) of MAR is the public statement whereby the issuer announces the information included in an interim or a year-end financial report that the issuer is obliged to make public according to the rules of the trading venue where the issuer's shares are admitted to trading or national law.

 

The date when the "announcement" is made is the end date for the thirty-day closed period.

 

Pursuant to Article 19 (11) MAR person discharging managerial responsibilities within an issuer must not conduct any transactions on its own account or for the account of a third party, directly or indirectly, relating to the shares or debt instruments of the issuer or to derivatives or other financial instruments linked to them during a closed period of 30 calendar days before the announcement of an interim financial report or a year-end report which the issuer is obliged to make public according to:

(a) the rules of the trading venue where the issuer's shares are admitted to trading; or
(b) national law.

 

On 13 July 2016 ESMA answered to the question whether the "announcement" of the interim or year-end financial results determines the timing of the closed period referred to in Article 19(11) of Regulation (EU) No 596/2014 (MAR).

 

See below the ESMA's answer.

 

 

"According to MAR, there should be only one closed period relating to the announcement of every interim financial report and another relating to the year-end report.

 

The term «announcement» of an interim or a year–end financial report used in Article 19(11) of MAR is the public statement whereby the issuer announces the information included in an interim or a year-end financial report that the issuer is obliged to make public according to the rules of the trading venue where the issuer's shares are admitted to trading or national law. The date when the «announcement» is made is the end date for the thirty-day closed period.

 

With particular reference to the year-end financial report, the «announcement» is the public statement whereby the issuer announces, in advance to the publication of the final year-end report, the preliminary financial results agreed by the management body of the issuer and that will be included in that report. This can apply only if the disclosed preliminary financial results contain all the key information relating to the financial figures expected to be included in the year-end report. In the event the information announced in such way changes after its publication, this will not trigger another closed period but should be addressed in accordance with Article 17 of MAR.

 

In any case, persons discharging managerial responsibilities remain subject at all times to Articles 14 and 15 of MAR prohibiting insider dealing and attempted insider dealing, unlawful disclosure of inside information, as well as market manipulation and attempted market manipulation."

 

Questions and Answers On the Market Abuse Regulation, 13 July 2016 (ESMA/2016/1129), p. 7

 

 

 

 

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