On November 10, 2016, ESMA published updated translations of its final Guidelines on the implementation of the Market Abuse Regulation for persons receiving market soundings and on delayed disclosure of inside information. ESMA had published the translations on October 20, 2016 but due to a linguistic issue with the Polish version had to re-publish all of the translations. The substantive content of the Guidelines is unchanged. The publication of the translations triggers the application of the Guidelines and so the Guidelines will now apply from January 10, 2017 instead of December 20, 2016. ESMA consulted on the draft Guidelines in January 2016 and published final versions of the Guidelines in July 2016.
MAR requires ESMA to issue guidelines for market sounding receivers concerning the factors that should be taken into account, when information is disclosed to them as part of a market sounding, to determine whether the information amounts to inside information. The Guidelines outline the steps that such persons should take if inside information is disclosed to them and the records that such persons should maintain to demonstrate they have complied with the obligations under MAR.
MAR requires issuers to inform the public as soon as possible of inside information which directly concerns them. ESMA's Guidelines outline the legitimate interests of issuers to delay disclosure of inside information. The Guidelines also provide a non- exhaustive indicative list on the legitimate interests of the issuer that are likely to be prejudiced by the immediate disclosure of inside information and the situations in which delay of disclosure is likely to mislead the public.
The Guidelines on market soundings apply to persons receiving a market sounding and to national regulators. The Guidelines on delaying disclosure of inside information apply to issuers and to national regulators. National regulators must confirm to ESMA whether they intend to comply with each of the Guidelines by January 10, 2016.
The Guidelines are available at: https://www.esma.europa.eu/press-news/esma-news/esma-updates-mar-guidelines-market-soundings.
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