Newsletter for primary market participants
July 2025 / No. 56
Optimising data and technology to strengthen our detection capabilities in position reporting: Directors’ dealing cases
The integrity of our markets is supported by timely and accurate notification and disclosure of major shareholding positions, directors’ dealing and net short positions. We monitor compliance across these regimes using transaction and position data from market participants and investing further in technology. To support our market oversight, we have created the new Market Oversight Data & Intelligence department. It is tasked with optimising and developing our data and technologies to ensure we take a data-led approach to identifying potential harms.
As part of our monitoring work, we have developed new alerts using position and transaction reports. These allow us to identify late submissions and failures to report, both of which undermine trust and transparency in our markets.
This work triggered our enforcement investigation into transactions made by Mr András Sebők. Mr Sebők was a Person Discharging Managerial Responsibilities (PDMR) in a listed issuer, and subject to notification requirements under Article 19 of UK Market Abuse Regulation (UK MAR).
FCA investigation into Mr Sebok
Mr Sebők was the chief supply chain officer at Wizz Air Holdings plc (Wizz Air) and between April 2019 and November 2020, he made 115 transactions in Wizz Air shares without notifying the issuer or the FCA as required under the rules. Of these, 18 trades were made in 'closed periods', during which PDMRs are only allowed to trade in exceptional circumstances. The trades were eventually disclosed[1] to the market following our intervention in 2021 when we asked Mr Sebők to make a reconciliation of his undisclosed trades in Wizz Air.
Where we identify breaches of our rules, we consider the deterrent impact of any enforcement action we take and focus our efforts on achieving impactful deterrence[2] in line with our strategic priorities.
Accordingly, on 27 November 2024, we published[3] our final notice[4] for our case into Mr András Sebők, fining him £123,500 for breaches of Article 19 of UK MAR.
Mr Sebők's breaches compromised the integrity of UK markets and restricted investors' access to valuable information on directors' dealings. This enforcement outcome is a strong message to the market and emphasises the consequences of non-compliance with the PDMR regime.
FCA regular enquiries into transactions made by Directors
The use of alerts also trigger regular enquiries into transactions made by Directors and other PDMRs.
For example, in early 2024, Bytes Technology Group plc announced the resignation of their CEO, Mr Murphy, after being prompted by our request for information about transactions notification requirements.
Our detection capabilities
Our review into this case was prompted by effective use of data and technology. We will continue to strengthen our detection capabilities and follow up with firms and individuals as needed.
We remind directors, other PDMRs, major shareholders and holders of net short positions in listed and quoted issuers of the importance of meeting their reporting obligations under the relevant rules and to take their obligations seriously.
Expiry of certain Transitional Provisions under the UK Listing Rules
On 29 July 2024, the new UK Listing Rules (UKLR) came into force. These contain certain Transitional Provisions (TPs) to allow issuers time to comply with the new requirements.
The following TPs will expire on 29 July 2025:
- UKLR TP1.5R – Transitional provisions for eligibility requirements for inflight applicants.
Generally speaking, inflight applications (as defined in the UKLRs) to standard listing before 29 July 2024, that corresponded to either the transition category, the shell companies category or the secondary listings category, have a period of 1 year from 29 July 2024 to complete the admission process. After this time, the application would lapse. Under UKLR TP1.5R(1)(b), inflight applicants must ensure there has been no material change to the applicant’s overall business proposition since the date on which the applicant made its complete submission for eligibility review for listing.
- UKLR TP7 - Transitional provisions for shell companies under UKLR 13 and consequential amendments for shell companies under UKLR 4 and UKLR 24 (relating to sponsors).
As set out in UKLR TP 7.1G(1), issuers are given 1 year from 29 July 2024 as a transitional period (as defined in UKLR TP 7.3R) to complete their operations, if they can be completed during the transition period. For example, to complete an initial transaction as defined in UKLR 13.4.2R or make the necessary changes to comply in full with the rules in UKLR 13. This includes, as per UKLR 2.2.1R (Listing Principle 1), establishing and maintaining adequate procedures, systems and controls to comply with the obligations in UKLR 13 on an ongoing basis.
We have recently written to all shell companies in scope of these TPs to remind them of actions they may need to take before these TPs expire in July.
Those issuers that may be affected need to familiarise themselves with the expiry date and take any necessary action.
Issuer contact details for key persons and for service of documents
Under the UKLRs, a listed company must ensure it provides us with up-to-date contact details.
This includes:
- First point of contact details for certain applicants and issuers.
- Key persons contact details, which all applicants and issuers are required to provide, and
- A nominated person for service of notices (for receiving service of relevant documents), which all applicants and issuers are required to provide.
Issuers or those acting on their behalf can do this by completing the Issuer contact details form[5]. This form should also be used to notify us of any changes to an issuer’s previously submitted contact details on an ongoing basis.
The transitional provisions (UKLR TP 1.3R) which gave issuers and in-flight applicants sufficient time to provide us with the required contact details expired on 29 January 2025. Issuers who have not provided us with their contact details must do so as soon as possible.
UKLR TPs in force
In addition, UKLR TP 11 came into force on 28 March 2025. In PMB 53[6], we explained we were consulting on proposed changes to update references to the new 2024 edition of the UK Corporate Governance Code in the UKLRs and the wider Handbook. These proposals were finalised in Handbook Notice No 128 and reflected in UKLR TP 11.
Enhancing the National Storage Mechanism
We publish a wealth of primary markets data, including disclosures in the National Storage Mechanism, short position data and listed securities data (the 'Official List').
We want to improve how we make these datasets available, so that market participants use them more efficiently. An enhanced facility will support the modernisation and further development of UK capital markets. You can find further detail on our plans in Chapter 2 of CP24/17 'Enhancing the National Storage Mechanism[7]'.
We have launched a survey to assess users’ current experience and help us identify the most valuable improvements. Please complete the survey[8].