The introduction of the Market Abuse Regulation (MAR) on July 3, 2016 and subsequent amendments to the FCA’s Disclosure Guidance and Transparency Rules (DTRs) have given rise to queries regarding the correct procedure for disclosing regulated information in the UK. We’ve set out some key things to think about when disseminating your announcements to ensure you are complying with MAR and industry best practices.
1. Clearly state if the announcement contains inside information
Since the introduction of MAR, a regulatory announcement containing some items that are inside information must make clear reference to this fact, with a statement such as “This announcement contains inside information.” But how do you know when an announcement contains inside information?
Inside information, according to MAR Article 7, is information relating directly or indirectly to one or more issuers or financial instruments which:
a) has not been made public, and which
b) were it to be made public, would likely have a significant effect on the prices of those financial instruments or related derivative financial instruments.
While the definition remains similar to that under the preceding Market Abuse Directive, the obligation to state that regulatory news contain inside information is new.
Make sure you have carefully evaluated whether your announcement contains any items that are inside information and consult your lawyer or Nomad if in doubt. If you are disseminating an inside information announcement, do not forget to make reference to it at the start of the announcement.
Screenshot from EQS COCKPIT Newswire regulatory news screen
2. Include the LEI Code and OAM Headline Categories
In March 2017, the FCA announced that the proposed changes to DTR 6.2 outlined in its Consultation Paper CP16/39 would come into effect this year. From 1st October 2017 issuers with securities traded on a regulated market will be required to:
- include their Legal Entity Identifier (LEI) code when filing regulated information
- use OAM Headline Categories, which differ from existing FCA categories, when filing regulated information.
Screenshot from EQS COCKPIT Newswire regulatory news screen – choosing the OAM category
PIPs will have to, if they have not already, adapt their platforms such that an OAM category can be selected at the time of filing. Last year the European Commission issued a Delegated Regulation relating to the Transparency Directive (2004/109/EC) which contains the list of OAM categories.
3. Ensure your announcements can be disseminated around the clock
When does a regulatory information need to be announced to the market? According to the DTR sourcebook, issuers must disseminate regulated information as soon as possible via a Regulated Information Service (RIS). This can be one of the FCA-approved PIPs or other RIS subject to certain conditions (see DTR 6.3.3A R). In turn, the PIP must be able to
- receive regulated information at all times
- disseminate between at least 7:00am and 6:30 pm on any business day, and
- provide support during those hours.
“The fact that a RIS is not open for business is not, in itself, sufficient grounds for delaying the disclosure or distribution of inside information” (DTR 1.3.7) and hence outside of these hours, issuers must ensure the regulated information reaches, as soon as possible no fewer than 2 UK newspapers; 2 newswire services; and a RIS for release as soon as it opens (DTR 1.3.6).
When selecting a RIS, it is therefore important to bear in mind the opening and support hours offered by the RIS. The EQS COCKPIT provides 24/7 access for submitting your regulatory announcements through its newswire and is able to disseminate 24/7, as well as offering 24-hour support on all business days.
4. Disclose your regulated news to “as wide a public as possible”
To comply with DTR 6.3.4, regulated information must be disseminated to “as wide a public as possible, and as close to simultaneously as possible in the Home Member State and in other EEA States.” As an FCA-approved PIP, the EQS Newswire disseminates regulated information to:
- Market professional services including Bloomberg, Dow Jones Newswires and Thomson Reuters
- News Agencies & Digital Media Services including Acquire Media, AFP - Agence France-Presse, Financial Express, Web Financial Group
- Financial websites including Bloomberg.com, Investegate, Morningstar, londonstockexchange.com and Yahoo! Finance
- Financial databases such as Dow Jones Newswires, Factiva, Factset, LexisNexis and S&P Capital IQ.
Bespoke additional circuits can be easily added in the EQS COCKPIT to reach international or industry-specific circuits. With the globalisation of financial communication, this is a state-of-the-art solution that helps companies expand their global investor reach and fulfil disclosure obligations outside the UK.
Screenshot from EQS COCKPIT Newswire regulatory news screen – circuits and coverage
5. Look into when your announcement appears on terminals
Are your announcements published in real time on professional services such as Bloomberg? It is important to bear in mind that about 70% of the announcements by UK issuers appear with a 60-minute delay on the majority of professional financial terminals. For certain types of announcements, this might not be crucial; for others including inside information announcements, it may be vital that your investors receive the information as soon as it is released.
The EQS Newswire reaches all the aforementioned terminals in real time – guaranteed.