Obligation to notify transactions
The Market Abuse Regulation (MAR) obliges issuers' managers and persons closely associated with them to notify the issuer and FIN-FSA of their transactions relating to said issuer's shares, debt instruments, derivatives or other financial instruments. The European Commission’s Delegated Regulation includes a list with examples of the types of notifiable transactions.
The transactions must be notified promptly and no later than three (3) business days after the date of the transaction.
The obligation to notify transactions applies to all transactions once a total amount of EUR 5,000 is reached within a calendar year. The threshold is calculated by adding, without netting, all transactions referred to in paragraph 1 of Article 19 of MAR within a calendar year. The threshold may be raised to EUR 20,000 at the national level, but such a decision has not been made yet.
Issuers must notify in writing the persons discharging managerial responsibilities of their obligations under Article 19 of MAR. Issuers are also required to draw up a list of all persons discharging managerial responsibilities and persons closely associated with them.
In addition, persons discharging managerial responsibilities must notify in writing the persons closely associated with them of their obligations under Article 19 of MAR and keep a copy of this notification.
To whom does the notification obligation apply?
The obligation to notify transactions applies to managers and persons closely associated with them.
A person discharging managerial responsibilities is defined in Article 3.1(25) of MAR. A person discharging managerial responsibilities refers to a person within an issuer who is
a) a member of the administrative, management or supervisory body of that entity
b) a senior executive who is not a member of the bodies referred to in point a), but who has regular access to inside information relating directly or indirectly to that entity and who has power to take managerial decisions affecting the future developments and business prospects of that entity.
A person closely associated is defined in Article 3.1(26) of MAR. Persons closely associated with managers include
a) a spouse, or a partner considered to be equivalent to a spouse in accordance with national law
b) a dependent child, in accordance with national law
c) a relative who has shared the same household for at least one year on the date of the transaction concerned
d) a legal person, trust or partnership, the managerial responsibilities of which are discharged by a person discharging managerial responsibilities or by a person referred to in point a), b) or c) above or which is directly or indirectly controlled by such a person or which is set up for the benefit of such a person or the economic interests of which are substantially equivalent to those of such a person.
There was found to be ambiguity among the different language versions of MAR as regards the definition in Article 3.1 (26) (d) of MAR of entities in which managers exercise influence. The main issue has focused on whether companies closely associated with managers include all companies in which a manager discharges managerial responsibilities or whether ownership or another type of financial connection is also required. Due to the ambiguity of the different language versions, the matter is currently under consideration by the Council and the European Parliament, and no final interpretation or solution in this regard is yet available. FIN-FSA will provide further information once the matter has been settled.
Notification of transactions to FIN-FSA
Information on transactions can be reported to FIN-FSA in two ways:
- On an electronic form, which is sent via encrypted email to FIN-FSA.
- Via XML file, which is sent via encrypted email to FIN-FSA.
The information can be submitted in Finnish, Swedish or English.
Managers or persons closely associated with them may authorise the issuer or any other party to submit notifications to FIN-FSA on their behalf.
Issuers need an LEI identifier for notification and public disclosure of transactions by their managers and their closely associated persons. Application for an LEI identifier can be made to either the Finnish Patent and Registration Office (PRH) or another party able to grant identifiers to a Finnish company or another entity. If a company already has a valid LEI, which can be determined via the GLEIF (Global Legal Entity Identifier Foundation) at www.gleif.org., such identifier can and must be used. Further information on LEI identifiers and on how to apply for one is available on the website of the Finnish Patent and Registration Office (PRH).
The transactions shall be notified to FIN-FSA by sending the required information in the notification form available below, or as an XML-file, via secure email to johdonkaupat(at)fiva.fi.
Notification form for managers' transactions (in English, pdf, 3 November 2017)
Template for managers' transactions reported electronically
Public disclosure of transactions
Issuers are required to make public the information on transactions by managers and persons closely associated with them promptly and no later than three (3) business days after the date of the transaction. The public disclosure of transactions by managers/persons closely associated with them must be done in a manner similar to the public disclosure of inside information via a stock exchange release. In formulating an announcement to be released, issuers may make use of data reported on templates to FIN-FSA. The technical details of generating a stock exchange release depend on the release distribution service used by the company. Questions on such issues should be directed to the service provider.
The information to be disclosed must be delivered to an officially appointed mechanism (OAM), i.e. the Central Storage Facility maintained by Nasdaq Helsinki Ltd. The message category "Managers' transactions" should be used in disclosing the transactions.
Issuers are required to maintain the public disclosures of transactions available on their respective websites for 5 years.
MAR prescribes a closed period of 30 days before the announcement of an interim financial report or a year-end report for persons discharging managerial responsibilities within an issuer. During this period, trading in the issuer's financial instruments on own account or for the account of a third party, directly or indirectly, is prohibited. The closed window is applicable to situations where the issuer is obliged to make public an interim financial report or a year-end report according to the rules of the trading venue where the issuer's shares are admitted to trading, or according to national law.