6.1.1. Obligation to disclose Inside Information to the public

A Reporting Entity must inform the public as soon as possible of Inside Information which directly concerns that Reporting Entity.

6.1.2. Requirements for public disclosure of Inside Information

The Reporting Entity:

• (a) must ensure that the Inside Information is made public in a manner which enables fast access and complete, correct and timely assessment of the information by the public; and
• (b) must not combine the disclosure of Inside Information to the public with the marketing of its activities; and
• (c) must post and maintain on its website for a period of at least five years, all Inside Information it is required to disclose publicly.

6.1.3. Delaying disclosure

A Reporting Entity may delay disclosure of Inside Information to the public provided that all of the following conditions are met:

• (a) immediate disclosure is likely to prejudice the legitimate interests of the Reporting Entity; and
• (b) delay of disclosure is not likely to mislead the public; and
• (c) the Reporting Entity is able to ensure the confidentiality of that information.

6.1.4. Delaying disclosure – protracted processes

In the case of a protracted process that occurs in stages and that is intended to bring about, or that results in, a particular circumstance or a particular event, a Reporting Entity may delay the public disclosure of Inside Information relating to this process, subject to MAR 6.1.3.

6.1.5. Obligation to notify the AFSA and the Authorised Investment Exchange of delayed disclosure

Where a Reporting Entity has delayed the disclosure of Inside Information under MAR 6.1.3 or MAR 6.1.4, it must inform the AFSA and the Authorised Investment Exchange that disclosure of the information was delayed and must provide a written explanation of how the conditions set out in MAR 6.1.3 were met, immediately after the information is disclosed to the public.

6.1.6. Obligation to disclose to the public when confidentiality is no longer ensured

Where disclosure of Inside Information has been delayed in accordance with MAR 6.1.3 or MAR 6.1.4 and the confidentiality of that Inside Information is no longer ensured, the Reporting Entity must disclose that Inside Information to the public as soon as possible.

Guidance: Obligation to disclose to the public when confidentiality is no longer ensured MAR 6.1.6 would apply to situations where a rumour explicitly relates to Inside Information the disclosure of which has been delayed in accordance with MAR 6.1.3 or MAR 6.1.4 where that rumour is sufficiently accurate to indicate that the confidentiality of that information is no longer ensured.

6.1.7. Disclosure of Inside Information in the normal course of the exercise of an employment, profession or duties

Where a Reporting Entity, or a Person acting on their behalf or for their account, discloses any Inside Information to any third party in the normal course of the exercise of an employment, profession or duties as referred to in MAR 5.2.5 (Unlawful Disclosure of Inside Information):

1. (a)     they must make complete and effective public disclosure of that information, simultaneously in the case of an intentional disclosure, and promptly in the case of a non-intentional disclosure; but
2. (b)    the obligation in (a) does not arise where the Person receiving the information owes a duty of confidentiality, whether such duty is based on law, regulations, on articles of association or on a contract.

6.2.1. Obligation to draw up insider lists

A Reporting Entity, or a Person acting on its behalf or on its account, must draw up a list of all Persons who have access to Inside Information and who are working for them under a contract of employment, or otherwise performing tasks through which they have access to Inside Information, such as advisers, accountants or credit rating agencies (Insider List).

6.2.2. Reporting Entity is responsible for complying with MAR 8.2.2 (Obligation to draw up insider lists)

Where another Person acting on behalf or on the account of the Reporting Entity assumes the task of drawing up and updating the Insider List, the Reporting Entity remains fully responsible for complying with MAR 6.2.21 (Obligation to draw up insider lists).

6.2.3. Contents of the Insider List

The Insider List must include at least:

• (a) the identity of any Person having access to Inside Information; and
• (b) the reason for including that Person in the Insider List; and
• (c) the date and time at which that Person obtained access to Inside Information; and
• (d) the date on which the insider list was drawn up.

6.2.4. Persons on the Insider List

A Reporting Entity, or a Person acting on its behalf or on its account, must take all reasonable steps to ensure that any Person on the Insider List acknowledges in writing the legal and regulatory duties entailed and is aware of the sanctions applicable to Insider Dealing and unlawful disclosure of Inside Information.

6.2.5. Updating the Insider list

A Reporting Entity, or a Person acting on its behalf or on its account, must update the Insider List promptly, including the date of the update, in the following circumstances:

• (a) where there is a change in the reason for including a Person already on the Insider List; and
• (b) where there is a new Person who has access to Inside Information and needs, therefore, to be added to the Insider List; and
• (c) where a Person ceases to have access to Inside Information. Each update must specify the date and time when the change triggering the update occurred.

6.2.6. Provision of Insider Lists to the AFSA

Reporting Entities or any Person acting on their behalf must provide the Insider List to the AFSA as soon as possible upon its request.

6.2.7. Record Keeping

A Reporting Entity, or a Person acting on its behalf or on its account, must retain the Insider List for a period of at least five years after it is drawn up or updated.

6.3.1. Notification of transactions

Persons discharging managerial responsibilities within a Reporting Entity must notify the Reporting Entity and the AFSA, in accordance with the rules in MAR 6.3, of every transaction conducted on their own account relating to the Shares or debt instruments of that Issuer or to derivatives or other Securities linked thereto.

6.3.2. Transactions on behalf of Persons discharging managerial responsibilities

Transactions that must be notified under MAR 6.3.1 (Notification of transactions) must also include:

• (a) the pledging or lending of Securities by or on behalf of a Person discharging managerial responsibilities, save that a pledge, or a similar Security interest, of Securities in connection with the depositing of the Securities in a custody account does not need to be notified, unless and until such time that such pledge or other Security interest is designated to secure a specific credit facility; and
• (b) transactions undertaken by Persons professionally arranging or executing transactions or by another Person on behalf of a Person discharging managerial responsibilities, including where discretion is exercised.

6.3.3. Content of notification

The notification of transactions referred to in MAR 6.3.1 must contain the following information:

• (a) the name of the Person;
• (b) the reason for the notification;
• (c) the name of the relevant Reporting Entity;
• (d) a description and the identifier of the Security;
• (e) the nature of the transaction(s) (e.g. acquisition or disposal), indicating whether it is linked to the exercise of Share option programmes or to the specific examples set out in MAR 6.3.2 (Transactions on behalf of Persons discharging managerial responsibilities);
• (f) the date and place of the transaction(s); and
• (g) the price and volume of the transaction(s). In the case of a pledge whose terms provide for its value to change, this should be disclosed together with its value at the date of the pledge.

6.3.4. Notification to be made promptly

The notification in MAR 6.3.1 must be made promptly and no later than three business days after the date of the transaction.

6.3.5. Disclosure to the public

The Reporting Entity must ensure that the information that is notified in accordance with MAR 6.3.1 is made public promptly and no later than three business days after the transaction in a manner which enables fast access to the information on a non-discriminatory basis.

6.3.6. Notifying Persons discharging managerial responsibilities of their obligations

Reporting Entities must notify the Person discharging managerial responsibilities of their obligations under MAR 6.3.1 (Notification of transactions).

6.3.7. List of Persons discharging managerial responsibilities of their obligations

A Reporting Entity must draw up a list of all Persons discharging managerial responsibilities.

6.3.8. Closed period

A Person discharging managerial responsibilities within a Reporting Entity must not conduct any transactions on their own account or for the account of a third party, directly or indirectly, relating to the Shares or debt instruments of the Reporting Entity or to derivatives or other Securities linked to them during a closed period as defined in MAR 2.4.3.

6.3.9. Discretion to permit trading with the closed period

A Reporting Entity may allow a Person discharging managerial responsibilities within it to trade on its own account or for the account of a third party during a closed period either:

• (a) on a case-by-case basis due to the existence of exceptional circumstances, such as severe financial difficulty, which require the immediate sale of Shares; or
• (b) due to the characteristics of the trading involved for transactions made under, or related to, an Employee Share Scheme or saving scheme, qualification or entitlement of Shares, or transactions where the beneficial interest in the relevant Security does not change.

6.4.1. Investment recommendations

Persons who produce or disseminate investments recommendations or other information recommending or suggesting an investment strategy must take reasonable care to ensure that such information is objectively presented, and to disclose their interests or indicate conflicts of interest concerning the Investments to which that information relates.

6.4.2. Dissemination of statistics

Public institutions disseminating statistics or forecasts liable to have a significant effect on financial markets must disseminate them in an objective and transparent way.

6.4.3. Disclosure or dissemination of information in the media

For the purposes of MAR 5.2.6.6, MAR 5.4.2(c), MAR 6.4.1 and MAR 6.4.2, where information is disclosed or disseminated and where recommendations are produced or disseminated for the purpose of journalism or other form of expression in the media, such disclosure or dissemination of information must be assessed taking into account the rules governing the freedom of the press and freedom of expression in other media and the rules or codes governing the journalist profession, unless:

• (a) the Persons concerned, or Persons closely associated with them, derive, directly or indirectly, an advantage or profits from the disclosure or the dissemination of the information in question; or
• (b) the disclosure or the dissemination is made with the intention of misleading the market as to the supply of, demand for, or price of Securities.