2.4.1. Application

(1)    This section applies to:

1. (a)      the Board of every Reporting Entity; and
2. (b)a Restricted Person in relation to such a Reporting Entity.

(2)   For the purposes of (1)(b), a Person is a Restricted Person in relation to a Reporting Entity if he or she is involved in the senior management of the Reporting Entity.

Guidance: Senior management

Persons are considered as involved in the senior management if they are in a position of authority and influence in making management or executive decisions with regard to the day- to-day management of the business of the Reporting Entity. Some members of the Board, such as executive Directors, will be subject to the requirements in this section because they undertake managerial functions and responsibilities relating to the day-to-day management of the Reporting Entity.

2.4.2. Prohibition on dealing

(1) A Restricted Person must not engage in dealing in the Securities of the Reporting Entity during a closed period except in the circumstances specified in MAR 2.4.4 or MAR 2.4.5.

(2)    The prohibition in (1) applies to any dealing by Restricted Persons whether or not such dealings are with another Restricted Person or any other Person.

2.4.3. Definition of “closed period” and “dealing in Securities”

For the purposes of MAR 2.4.2:

             (a)    a ‘closed period’ is

1. (i)    the period from the relevant financial year end up to and including the time of the announcement or publication of the annual financial statements and/or results; and
2. (ii)    if the Reporting Entity reports on a semi-annual basis, the period from the end of the relevant semi-annual financial period up to and including the time of the announcement or publication of the semi-annual financial statements and/or results; or
3. (iii)  if the Reporting Entity reports on a quarterly basis, the period from the end of the relevant quarter up to and including the time of the announcement or publication of the quarterly financial statements and/or results.
4. (b)    ‘dealing in Securities’ means:
5. (i)      any acquisition or disposal of, or agreement to acquire or dispose of, Securities of the Reporting Entity; or
6. (ii)     entering into a contract (such as a contract for difference) the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the price of the Securities of the Reporting Entity; or
7. (iii)    the grant, acceptance, acquisition, disposal, exercise or discharge of any option to acquire or dispose of any Securities of the Reporting Entity; or
8. (iv)    entering into, or terminating, assigning or novating any stock lending agreement in respect of the Securities of the Reporting Entity; or
9. (v)     using as security, or otherwise granting a charge, lien or other encumbrance over the Securities of the Reporting Entity; or
10. (vi)    any other transaction including a transfer for no consideration, or the exercise of any power or discretion effecting a change of ownership of a beneficial interest in, the Securities of the Reporting Entity.
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2.4.4. Clearance to deal

(a)    The prohibition in MAR 2.4.2 (a) does not apply in relation to any dealing in Securities where the Restricted Person has obtained prior clearance to deal as provided in (b) and (c).

(b)    For the purposes of (a), prior written clearance to deal in the Securities of a Reporting Entity must be obtained:

1. (i)    from a Director designated by the Board for the purposes of providing clearances to deal; and
2. (ii)    in the case of dealings by the Director designated for the purpose of providing clearances to deal, from the full Board or another Director designated by the Board for the purposes of providing such clearance.

(c)     For the purposes of (a) and (b), a Director of the Reporting Entity must not be given written clearance to deal in any Securities of the Reporting Entity during any period when there exists any matter which constitutes Inside Information unless the Person responsible for granting clearance has no reason to believe that the proposed dealing is or may be in breach of the Framework Regulations or MAR.

2.4.5. Exempt dealings

The prohibition in MAR 2.4.2 (a) does not apply in relation to any dealing in Securities in the Reporting Entity if such dealing by the Restricted Person relates to:

1. (a)     undertakings or elections to take up, or the taking up of, an entitlement under a rights issue or dividend reinvestment offer, or allowing such an entitlement or offer to lapse; or
2. (b)    undertakings to accept, or the acceptance of, a Takeover Offer under Takeover Rules; or
3. (c)    dealings where the beneficial interest in the relevant Security does not change; or
4. (d)    transactions between the Restricted Person and an Associate of such a Person; or
5. (e)    transactions relating to dealings in an Employee Share Scheme in accordance with the terms of such a scheme.