Ireland: Issuers Of Debt Securities On GEM To Be Subject To New Market Abuse Regime

Last Updated: 1 April 2016
Article by Helen Berrill, Cormac Kissane, Glenn Butt, Aiden Small and Phil Cody
Most Read Contributor in Ireland, October 2018

On 3 July 2016, a new market abuse regime will come into force across the EU, replacing the existing EU regime (in force in Ireland since 2005). For the first time, issuers of debt securities listed on unregulated markets across the EU, including the Irish Stock Exchange's Global Exchange Market (GEM) will be in scope.

This Briefing summarises key areas of this new regime that issuers of debt securities listed on GEM should be aware of and what steps those issuers should take now to ensure that they can comply with the new regime from 3 July 2016.


The new market abuse regime will comprise a Market Abuse Regulation (MAR) and a Market Abuse Directive (CSMAD). MAR will set out the revised market abuse framework, while CSMAD will set out minimum rules for the criminal sanctions that member states must impose for breaches of the new framework.

While the existing EU regime was based on a 2003 Directive, MAR is a regulation which will be directly effective in each EU Member State without the need for domestic legislation. This is to ensure consistency of implementation. CSMAD will require domestic legislation (further detail is set out later in this briefing under 'Civil and criminal sanctions').


The new market abuse regime:

  • prohibits insider dealing, market manipulation (attempted, or actual) or the unlawful disclosure of inside information; and
  • imposes obligations in relation to: the disclosure of inside information;
  • putting insider lists in place; and
  • reporting transactions by managers.


An explanation of the following key terms is set out at the back of this briefing: inside information, market manipulation, insider dealing, PDMRs and persons closely associated with PDMRs.


  • When inside information must be disclosed:
  • An issuer must disclose inside information to the public where that information directly concerns the issuer. The information must be made public in a manner which enables it to be accessed quickly by the public and cannot be disclosed in conjunction with any marketing by the issuer of its activities. The information must also be published and maintained on the issuer's website for at least 5 years. Disclosure can be delayed, but only if immediate disclosure could prejudice the issuer's legitimate interests, the delay is unlikely to mislead the public and the issuer is able to ensure confidentiality of the information. For an issuer to be able to delay the disclosure of inside information, all of the above conditions have to be met. The issuer will be required to inform the Central Bank about the delay immediately following disclosure and confirm the conditions were met.

    Where the issuer is a credit institution or financial institution, it can also delay disclosure if disclosure risks undermining the financial stability of the issuer and the financial system, it is in the public interest to delay. The issuer can ensure the confidentiality of the information and the Central Bank has agreed to the delay.

  • Inside information cannot be unlawfully disclosed:
  • Unlawful disclosure of inside information will occur where a person is in possession of inside information and discloses it to someone else (unless that disclosure takes place in the course of the exercise of his employment or professional duties).

  • Insider dealing is prohibited:
  • Engaging, or attempting to engage, or recommending that another person engage, or inducing another person to engage, in insider dealing is prohibited by MAR.

  • Market manipulation is prohibited:
  • Engaging in either market manipulation or attempted market manipulation (i.e. placing an order that isn't executed, or giving an instruction that isn't processed) is an offence under MAR. There is an exception from the prohibition on market manipulation where the behaviour conforms to an accepted market practice (AMP). ESMA will maintain a list of approved AMPs. A competent authority can establish an AMP (and must notify it to ESMA) where the market practice provides for transparency, ensures safeguards, has a positive impact on the liquidity of the market, does not create risks for the market, takes the market's trading mechanism into account and allows participants to react in a timely manner.

  • Insider lists must be prepared and maintained:
  • Issuers must prepare and maintain insider lists. These are lists of those who have access to inside information and who work for the issuer, whether as employees or in another capacity that gives them access (such as advisors and accountants). The insider lists must be provided to issuer's competent authority on request, and must be maintained for 5 years after they were prepared or last updated. The required form of insider list is set out at Annex I to the Commission Delegated Regulation published on 11 March 2016. Details to be included for each insider are: first name, surname, birth surname, work telephone number (landline and mobile), company name and address, function and reason for being an insider, when the person obtained the inside information, when the person ceased to have the inside information, date of birth, national identification number, personal telephone numbers and personal home address. Issuers should take steps to ensure that those on the list acknowledge their legal and regulatory obligations and confirm awareness of sanctions for insider dealing and the unlawful disclosure of inside information. If an issuer delegates the preparation and maintenance of an insider list to a third party, the issuer is still responsible under MAR.

  • Transactions involving PDMRs must be reported:
  • A PDMR and persons closely associated with him must notify the issuer and the ISE of every transaction conducted on his own account relating to the shares or debt instruments of that issuer, or to derivatives or other financial instruments linked to those shares or debt instruments. Those transactions must be promptly disclosed within 3 business days to both the issuer and the competent authority. The issuer must also ensure that any notification of such a transaction is promptly publicly disclosed within 3 business days. PDMRs transactions must have reached a cumulative €5,000 in a calendar year (with no netting) before disclosure is required. The competent authority can raise this threshold to €20,000 (but must notify ESMA of this, and justify it by reference to market conditions).


MAR provides that Member States must ensure that insider dealing, the unlawful disclosure of inside information, market manipulation, breach of the obligation to publicly disclose inside information, breach of the obligation to prepare and maintain insider lists and breach of the obligations regarding PDMRs are the subject of administrative sanctions.

At a minimum, those administrative sanctions must include:

  • a 'cease and desist' order;
  • giving up the profits gained or losses avoided as a result of the breach;
  • public censure;
  • fines;
  • withdrawal or suspension of an authorisation (in the case of an investment firm); and
  • a temporary ban on a PDMR or another natural person from dealing on own account.

Penalties under the Companies Act 2014 may also apply.

CSMAD also requires that serious cases of insider dealing, market manipulation and unlawful disclosure of inside information constitute criminal offences when committed with intent. CSMAD sets out minimum rules so Ireland and other Member States may adopt more stringent rules. Domestic legislation is required and is expected to be published closer to the transposition deadline of 3 July 2016.


Issuers with debt securities listed on GEM, or who expect to list debt securities on GEM, should immediately take steps to:

  • prepare policies and procedures as to how inside information is dealt with, both internally within the issuer and when publication is required;
  • ensure that employees, PDMRs and closely associated persons are aware of their obligations under the new market abuse regime, and sanctions for breaches of those obligations;
  • prepare insider lists; and
  • prepare list of PDMRs and closely associated persons.

This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Dillon Eustace
Mason Hayes & Curran
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Dillon Eustace
Mason Hayes & Curran
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions