Securities Markets
LISTING ACT AMENDMENTS TO EU MAR
The EU Listing Act Package, which entered force on 4 December 2024, makes a number of changes to EU Securities Laws, including the EU Prospectus Regime and the EU Market Abuse Regulation (EU MAR).
Changes to EU MAR, which took effect from 5 December 2024, included:
- Share Buybacks: Changes to the announcement requirements for share buybacks availing of the safe harbour, including: (a) no longer being required to publicly announce each of the individual trades in a buyback programme; and (b) only needing to report trades to a single competent authority (rather than multiple).
- PDMR Transactions: The threshold for reporting PDMR transactions is now EUR20,000 per year, with the ability for Member States to set the limit between EUR10,000 and EUR50,000. In addition, a new exemption provides that PDMR transactions are only restricted during closed periods where there has been a “deliberate investment decision”.
- Market Soundings: An expansion of the market soundings regime providing for a safe harbour so that there is no longer a requirement for a “specific transaction”.
Changes to the insider list format will take effect from 5 September 2025. ESMA has been tasked with preparing technical standards for an “alleviated” format of insider lists with the intention to simplify the content requirements for insider lists.
Further changes will take effect from 5 June 2026 including:
- Intermediate Steps in Protracted Process: In a multi-stage transaction, only the “final event” will require disclosure of inside information. The European Commission is due to publish a delegated regulation containing a non-exhaustive list of “final events” but we expect this to reflect the signing of definitive transaction documents.
- Delayed Disclosure: The current provision, providing an announcement of inside information may be delayed where delay is not likely to mislead the public, will be replaced so that delay will be permitted provided the inside information is not contrary to the latest public announcement provided by the issuer.
ESMA is currently consulting on draft technical advice on the implications of the Listing Act on EU MAR. The consultation closes on 13 February 2025 and ESMA is due to deliver its technical advice to the European Commission by 30 April 2025.
UK MAR
The FCA published Primary Market Bulletin 52, covering its observations on UK MAR including approaches by issuers in identifying inside information; issuers’ dissemination of information during shareholder calls and meetings; and issuers’ dissemination of regulatory information during interruptions to Primary Information Provider services.
DEMATERIALISATION OF EQUITY SECURITIES
From 1 January 2025, issuers within scope of the dematerialisation regulations, which amended the Companies Act 2014, are required to dematerialise all shares on the register, including both new issues and existing shares. In practice this means that share certificates will no longer be issued or valid as evidence of title and entries on the register of members will be replaced by a book-entry record with title evidenced by a statement of holdings from the registrar.
EUROPEAN SINGLE ACCESS POINT
The European Single Access Point (ESAP), the “single point of access” platform for public financial, non-financial and sustainability-related information about EU companies and financial products, will become operational in July 2027. In-scope information is already being made public under a range of EU directives and regulations and ESAP does not impose additional reporting requirements on EU companies.
The EU regulation creating the ESAP is accompanied by an omnibus regulation and omnibus directive, each of which will amend a range of EU legislation to facilitate the provision of information to ESAP. Member States have until 10 July 2025 to transpose the related changes to the EU Transparency Directive, while changes to the Accounting Directive, Audit Directive and Shareholder Rights Directive must be transposed by 10 January 2026.
For more information, read our Insights: ESAP Regulation published in Official Journal; timing confirmed and ESAP: Platform for public information on companies and financial products to go live in 2027.
FCA: CONSULTATION ON ENFORCEMENT INVESTIGATIONS
The FCA has published a consultation paper on greater transparency of enforcement investigations. This is the second phase of the FCA’s consultation – the FCA published a consultation paper in February 2024 on a proposed new approach to publicising enforcement investigations and changes to its Enforcement Guide. In response to feedback, the FCA has redrafted its original proposals to try to address the concerns raised and to give more clarity on how they would work in practice. The consultation closes on 17 February 2025.
FCA: UK NATIONAL STORAGE MECHANISM (NSM)
The FCA has issued a policy statement summarising the feedback received from its recent consultation on changing the NSM data requirements for regulated information disclosed by UK listed issuers in accordance with the Disclosure Guidance and Transparency Rules, the UK Listing Rules and the UK MAR and standardising the way primary information providers submit information to the NSM. The NSM is an online archive of company information used by investors, analysts and other market participants. The policy statement also details the FCA’s longer-term plans for the NSM and topics not addressed in the consultation and the final rules and guidance.
HORIZON SCANNING: KEY DATES
17 February 2025
FCA consultation on transparency of enforcement investigations closes.