Nowe Q&A ESMA – Market Abuse

Nowe Q&A ESMA – Market Abuse

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ESMA opublikowała nowe Q&A MAR w sprawie Transakcji Managerów (art. 19 MAR) oraz rekomendacji inwestycyjnych (link):

***NEW*** Question 6 [last update 27 January 2017]: Which are the rules to calculate the price of options granted for free to managers or employees for the purpose of the notifications and disclosure of managers’ transactions under Article 19 of MAR?

Answer 6: According to Article 10(2)(b) of Commission Delegated Regulation (EU) 2016/522, such transactions have to be notified under Article 19(1) of MAR. The value of these transactions needs to be taken into consideration for the purpose of calculating the cumulated amount of the transactions of a person discharging managerial responsibility (PDMR) or a person closely associated to a PDMR, to assess whether the threshold (EUR 5 000 or EUR 20 000) referred to in Article 19(8) and (9) of MAR has been crossed, hence triggering the duty to notify and disclose all subsequent transactions. The field 4(c) on “Price(s) and volume(s)” of the template in annex to Commission Implementing Regulation (EU) 2016/523 (Implementing technical standards on the notification and public disclosure of managers’ transactions) specifies the data standard to be used for expressing the price, depending on the type of financial instruments concerned. In that respect, such template makes reference to data standards defined for the purpose of the transaction reporting under Regulation (EU) 600/2014 (MiFIR) and related technical standards. However, it does not explain the rules about the price to take into account to calculate the value of the received options. For the purpose of the threshold calculation, the price to consider for the received options should be based on the economic value assigned to the options by the issuer when granting them. If such an economic value is not known, the price to consider should be based on an option pricing model that is generally accepted in the reasonable opinion of the PDMR. This model determines the price of the granted option based on variables such as the current share price of the issuer, exercise price of the option and time until expiry of the option. Other variables that can be used in the option pricing model are (risk free) interest rates, future dividends and implied volatility. The variables used for the price determination of the granted option depends on which general accepted option pricing model is used. However, when a notification has to be made in accordance with Article 19(1) of MAR and Article 2 of the Implementing technical standards on the notification and public disclosure of managers’ transactions, the price field for options granted for free to managers or employees is expected to be populated with 0 (zero).

***NEW*** Question 9 [last update 27 January 2017]: How does Commission Delegated Regulation (EU) 2016/958 apply when the subject of the recommendation relates to multiple issuers independently?

Answer 9: When a recommendation refers to several issuers independently, for example as part of sectorial research, the requirements would apply independently to every issuer that is the subject of the recommendation.

***NEW*** Question 10 [last update 27 January 2017]: How does Commission Delegated Regulation (EU) 2016/958 apply when the subject of the recommendation relates to several financial instruments independently?

Answer 10: Where a recommendation refers to several financial instruments independently, such as part of sectorial research, the requirements would apply to each financial instrument that is the subject of the recommendation.

***NEW*** Question 11 [last update 27 January 2017]: How does Commission Delegated Regulation (EU) 2016/958 apply when the subject of the recommendation is a derivative referencing an index?

Answer 11: If a recommendation relates to a derivative referencing an index of financial instruments, the derivative itself should be treated as a financial instrument subject to the 16 requirements of the Commission Delegated Regulation (EU) 2016/958, and not the individual instruments that comprise the index.

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