Market Abuse Regulation

ESMA Guidelines and Recommendations are not part of UK law. However, we expect firms and market participants to continue applying Guidelines that existed before the end of the transition period, where relevant, just as they did beforehand. 

These Guidelines should be interpreted in the context of the UK’s withdrawal from the EU, including the legislative changes that were made to make sure the regulatory framework operated appropriately.  

We will also continue to apply such Guidelines and Recommendations in carrying out our own functions, in the same way as before, while interpreting them in light of the UK’s withdrawal from the EU. The following guidelines are mandated under EU MAR:

• ESMA Guidelines on information relating to commodity derivatives markets or related spot markets, for the purpose of the definition of inside information on commodity derivatives[14]

These guidelines set out a non-exhaustive indicative list of information which is reasonably expected or required to be disclosed on relevant commodity derivative and spot markets (and so could fall within the definition of inside information for commodity derivatives).

• ESMA Guidelines on market soundings and delay of disclosure of inside information[15]

These guidelines provide a non-exhaustive indicative list of legitimate interests of issuers, and of situations in which delayed disclosure of inside information is likely to mislead the public. The guidelines also detail the factors, steps and appropriate records a person must consider when information is disclosed as part of the sounding regime.

UK MAR sets out a definition of ‘inside information’ for financial instruments and issuers. Inside information is information of a precise nature which:

• has not been made public
• relates, directly or indirectly, to one or more issuers or to one or more financial instruments
• if made public, would be likely to have a significant impact on the prices of those financial instruments or related derivatives (meaning information a reasonable investor would be likely to use as part of the basis of his or her investment decisions).

UK MAR also sets out specific definitions for:

• commodity derivatives
• emission allowances and auction products based on these
• in relation to persons charged with the execution of orders concerning financial instruments, information conveyed by a client and relating to the client’s pending orders in financial instruments

More information:

• UK MAR Article 7
• ESMA Guidelines on information relating to commodity derivatives markets or related spot markets, for the purpose of the definition of inside information on commodity derivatives[15] (PDF)
• FCA Handbook: MAR 1.2[16], DTR 2.2[17]

UK MAR sets out what constitutes insider dealing and the unlawful disclosure of inside information.

UK MAR prohibits persons in possession of inside information from using that information to deal or attempt to deal in financial instruments or to recommend or induce another person to transact on the basis of inside information. The use of inside information to amend or cancel an existing order constitutes insider dealing.

UK MAR sets out that unlawful disclosure of inside information is where a person possesses inside information and discloses that information to any other person, except where the disclosure is made in the normal exercise of employment, a profession, or duties.

More information:

• UK MAR Article 8, UK MAR Article 9, UK MAR Article 10, UK MAR Article 14
• FCA Handbook: MAR 1.3[18], MAR 1.4[19]

UK MAR sets out a framework to make legitimate disclosures of inside information during market soundings. Provided certain requirements are met, disclosing market participants are protected from an allegation of unlawful disclosure of inside information.

More information:

• UK MAR Article 11
• Delegated Regulation 2016/960[20] and Delegated Regulation 2016/959[21] as amended by FCA 2019/45[4] (see the amended version[13])
• ESMA Guidelines on market soundings and delay of disclosure of inside information[16] (PDF)

UK MAR defines and prohibits market manipulation. This offence captures attempted manipulation, benchmarks and, in some situations, spot commodity contracts.

More information:

• UK MAR Article 12, UK MAR Article 15, UK MAR Annex I
• Delegated Regulation 2016/522[22] as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019[12]
• FCA Handbook: MAR 1.6[22], MAR 1.7[23], MAR 1.8[24]

Providing certain requirements are met, trading in securities or associated instruments for the stabilisation of securities, or trading in own shares in buy-back programmes, are exempt from the prohibitions against market abuse.

For buy-back programmes, where the shares have been admitted to trading or are traded on a UK trading venue, issuers should report to us each transaction relating to the buy-back programme (including those transactions that do not take place on a UK trading venue). For buy-back programmes, where the shares have been admitted to trading or are traded on a EU trading venue, issuers should report to us or the relevant EU competent authority, depending on where the shares have been admitted to trading or are traded.

For stabilisations, where the securities are traded on a UK trading venue, issuers, offerors, or entities undertaking the stabilisation, should continue to report all stabilisation transactions to us (including those transactions that do not take place on a UK trading venue). Where the securities are traded on an EU trading venue, issuers, offerors, or entities undertaking the stabilisation, should continue to report to the EU competent authority of the trading venue in accordance with EU MAR.

You should email notifications for both stabilisation and buy-back programme activity to [email protected].

We have the following templates that issuers or firms submitting on behalf of an issuer may use when notifying us:

• buy-back programme template[25] (XLSX)
• stabilisation template[26] (XLS)

You do not have to follow these templates.

More information:

• UK MAR Article 5
• Delegated Regulation 2016/1052[27] as amended by FCA 2019/45[24] (see the amended version[25])

The prohibition of market manipulation does not apply to activities referred to in UK MAR Article 12(1)(a) provided that the person entering into a transaction, placing an order to trade, or engaging in any other behaviour establishes that such transaction, order or behaviour has been carried out for legitimate reasons, and conforms with an AMP. 

We can establish an AMP, subject to certain criteria and conditions, in relation to the UK market. However, we have not currently established any such AMPs, and there are no EU AMPs that apply to UK markets.

More information:

• UK MAR Article 13
• Delegated Regulation 2016/908[26] as amended by FCA 2019/45[35] and FCA 2021/16[8] (see the amended version[36])

Under UK MAR, the following entities must publicly disclose inside information which directly concerns them as soon as possible, but can delay the disclosure if certain conditions are met:

• issuers that have requested or approved admission of their financial instruments to trading on a UK regulated market
• for instruments only traded on a UK MTF or on a UK OTF, issuers who have approved trading of their financial instruments on a UK MTF or a UK OTF or have requested admission to trading of their financial instruments on a UK MTF
• UK emission allowance market participants (EAMPs) 

An entity may, on its own responsibility, delay public disclosure of inside information provided that all of the following conditions are met:

• immediate disclosure is likely to prejudice the legitimate interests of the entity
• delay of disclosure is not likely to mislead the public
• the entity is able to ensure the confidentiality of that information

If, on its own responsibility, an entity has chosen to delay the disclosure of inside information, it must notify us immediately after the information is disclosed to the public. The entity does not need to provide a written explanation of how the conditions for delaying disclosure were met, but it should keep appropriate records in case we ask for them.

If, on its own responsibility, a financial institution or credit institution intends to delay disclosure because of financial stability concerns, it must meet certain conditions, including requesting and receiving our consent.  

See the delayed disclosure notification form[23] and a guide to completing it[24].

More information:

• UK MAR Article 17
• Implementing Regulation 2016/1055[25] as amended by FCA 2019/45[38] and FCA 2021/16[39] (see the amended version[40]) 
• Delegated Regulation 2016/522[19] as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019 [28]
• ESMA Guidelines on market soundings and delay of disclosure of inside information[26] (PDF)
• FCA Handbook: DTR 2[17]

The following entities are required under UK MAR to maintain a list of all persons who have access to inside information and who are working for them or otherwise performing tasks through which they have access to inside information:

• issuers who have requested or approved admission of their financial instruments to trading on a UK regulated market;
• in the case of instruments only traded on a UK MTF or on a UK OTF, issuers who have approved trading of their financial instruments on a UK MTF or a UK OTF or have requested admission to trading of their financial instruments on a UK MTF
• persons acting on the behalf or on the account of the issuer
• UK EAMPs

Such entities are required to transmit their insider lists to us on request.

More information:

• UK MAR Article 18 as amended by the Financial Services Act 2021[9] in relation to insider lists (see section 30); and
• Implementing Regulation 2016/347[18] as amended by FCA 2019/45[44] and FCA 2021/16[45] (see the amended version[46])

UK trading venues must detect and report suspicious transactions and orders to us without delay via STORs.

Firms (and individuals) who are persons professionally arranging or executing transactions, must also detect and report suspicious transactions and orders to us without delay via STORs. Such persons are required to report STORs to us where they are registered or have their head office in the UK or, in the case of a branch, where the branch is situated in the UK. Find out how to submit a STOR.[9]

More information:

• UK MAR Article 16
• Delegated Regulation 2016/957[10] as amended by FCA 2019/45[53] (see the amended version[55])
• ESMA Q&As
• FCA Handbook: SUP 15.10[1]

UK MAR Article 19 requires persons discharging managerial responsibilities within certain issuers (PDMRs), and persons closely associated with them (PCAs), to notify us and the issuer of relevant personal transactions they undertake in the issuer’s shares, debt instruments, derivatives, or other linked financial instruments, if the total amount of transactions per calendar year has reached €5,000. The issuer in turn must make that information public within 2 working days of receipt of the notification from the PDMR.

This requirement applies to:

• issuers who have requested or approved admission of their financial instruments to trading on a UK regulated market
• in the case of instruments only traded on a UK MTF or on a UK OTF, issuers who have approved trading of their financial instruments on a UK MTF or a UK OTF or have requested admission to trading of their financial instruments on a UK MTF
• UK EAMPs in relation to transactions in UK emission allowances and related auction products and derivatives

PDMRs and PCAs for those issuers above are only required to notify under Article 19 when they deal in shares or debt instruments of that issuer, or to derivatives or other financial instruments linked thereto, which are within scope of UK MAR. 

Dealing in instruments that do not fall into these categories does not need to be notified under Article 19.

PDMRs and PCAs should notify the issuer and the FCA within 3 working days of the date of the transaction. The issuer should disclose to the public within 2 working days of receiving the notification from the PDMR and PCA. PDMRs within issuers are also prohibited from conducting certain personal transactions during a closed period. The interpretation of the application of the closed periods around preliminary results is clarified in 7.9 of ESMA’s questions and answers on EU MAR[2]. See the PDMR notification form[3] and a guide to completing it[4].

More information:

• UK MAR Article 19 as amended by the Financial Services Act 2021[51] in relation to managers’ transactions (see section 30); 
• Delegated Regulation 2016/522[47] as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019 [48]
• Implementing Regulation 2016/523[1] as amended by FCA 2019/45[58] and FCA 2021/16[54] (see the amended version[59]) 
• ESMA Q&As
• FCA Handbook: DTR 3.1[-13]

Persons producing or providing investment recommendations must make sure information is objectively presented and disclose any conflicts of interest.

More information:

• UK MAR Article 20
• Delegated Regulation 2016/958[-12] as amended by FCA 2019/45[68] (see the amended version[70])
• ESMA Q&As
• FCA Handbook: COBS 12.4[-25]

• UK MAR Articles 2, 3, 7, 17, 18, 19 as amended by The Recognised Auction Platforms (Amendment and Miscellaneous) Regulations 2021 [76]
• Delegated Regulation 2016/522 as amended by The Recognised Auction Platforms (Amendment and Miscellaneous Provisions) Regulations 2021 [77]
• Technical Standards 2016/347, 2016/523, 2016/908 and 2016/1055 as amended by FCA 2021/16[69]