Find out about our approach to closed periods and preliminary results under the Market Abuse Regulation (MAR).
The Market Abuse Regulation has applied from 3 July 2016 to:
- financial instruments admitted to trading on regulated markets and multilateral trading facilities (MTFs)
- financial instruments traded on organised trading facilities (OTFs)
- other financial instruments, including derivatives, specified in MAR
- behaviour or transactions on emission allowance auction platform
Find out more about MAR and its key requirements.
Note: the scope of application of MAR is defined in large part by reference to MiFID II, which came into effect from 3 January 2018 (and MiFID I prior to this date).
One new feature of MAR is that, in Article 19(11), there is a prohibition on dealing in the shares and debt instruments of the issuer (or linked financial instruments) by persons discharging managerial responsibilities (PDMR) during a ‘closed period’, except in certain specified circumstances.
Note: the similar term ‘close period’ was also used in the previous UK regime. This regime used ‘close period’ to specify the period of time before a regular results announcement when the directors of an issuer and PDMRs were not permitted to deal in its shares and other quoted securities.
Issuers in the UK frequently announce preliminary results ahead of the final year-end results being published some weeks later. The public announcement of preliminary results, under the previous UK regime, ended the relevant close period, and the prohibition on dealing therefore also ended.
We understand there has been some confusion in the industry whether issuers that announce preliminary results need to impose closed periods either before the preliminary results, the year-end report, or both.
ESMA clarified its interpretation of the application of the closed periods around preliminary results on 13 July 2016, in Section 2 of its Q&A on the Market Abuse Regulation (PDF).
We set out our supervisory approach on this matter on 25 May 2016, which was similar to what ESMA has now stated, and now refer market participants to ESMA’s Q&A on MAR.