PDMRs meaning

This Practice Note summarises the duties on directors to declare their interests in shares under the Companies Act 2006 (CA 2006) and the UK Market Abuse Regulation, including reporting obligations for dealings by directors and other persons discharging managerial responsibilities (PDMRs) of listed companies. This Practice Note does not cover the disclosure obligations of companies. Register of directors' interests in shares—continued relevance for all companies Under the Companies Act 1985, companies were obliged to keep a register of directors’ interests in the company’s shares. There is no equivalent obligation in CA 2006, so this register is no longer mandatory. In practice, however, companies (in particular public companies) are likely to retain a register of directors’ interests to monitor any notifications made, eg disclosures by PDMRs under the UK Market Abuse Regulation (see Disclosures by PDMRs under the Market Abuse Regulation below). A company may have to disclose information about directors’ interests in certain situations, eg during a takeover offer. Keeping a register of directors’ interests means the necessary...

A limited company is permitted to hold, or to transact in, its own shares, provided the conditions in the Companies Act 2006 (CA 2006) are satisfied. Such shares are kept in treasury and are known as the company’s treasury shares. For guidance on how, and why, a company might repurchase its shares to be held in treasury, see Practice Note: Buying back shares into treasury. The rules governing treasury shares are contained in CA 2006, ss 724–732. Breaching any of these provisions (other than CA 2006, s 730—see Practice Note: Cancellation of treasury shares) constitutes an offence by the company and every officer of the company who is in default. A person found guilty of that offence is, on conviction, liable to a fine. Dealing with treasury shares A company may simply retain its treasury shares (see Practice Note: Holding treasury shares)...

This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public company takeover (whether by way of contractual offer or scheme of arrangement) as governed by the City Code on Takeovers and Mergers (Code). It explores the legal and practical aspects of obtaining irrevocable commitments or undertakings and letters of intent in public company takeovers—whether via a contractual offer or a scheme of arrangement—under the City Code on Takeovers and Mergers (the Code). It contrasts irrevocables with letters of intent and the main reasons to prefer one over the other. Bidders typically seek irrevocable undertakings to accept from major target shareholders just before a Rule 2.7 firm intention announcement, to gain comfort that the bid will succeed. Such commitments let the offeror show substantial support on announcement and may help secure a recommendation from the offeree board. Letters of intent are often used instead. Institutional shareholders often avoid binding themselves to one bidder, as policy or...

This precedent memorandum This precedent memorandum presents a specimen group-wide dealing policy issued by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), GC100, the Quoted Companies Alliance (QCA) and other market participants too. It was created after the Financial Conduct Authority (FCA) chose to remove the Model Code, which had formed part of the listing rules, because it conflicted with the EU Market Abuse Regulation that came into force on 3 July 2016. The CGI, GC 100 and the QCA agreed that it would be greatly beneficial for listed and quoted companies to be able to refer to an equivalent version of the Model Code. Companies with a former premium listing of equity shares had previously been required to comply with the Model Code, which restricted persons discharging managerial responsibilities (PDMRs) from dealing in the company’s securities at certain times. The intention is that listed and AIM companies should apply the group-wide dealing policy to PDMRs, their employees and their subsidiaries, to provide an introduction...

This precedent memorandum outlines the processes to be observed by a listed company and its subsidiaries when transacting in the company’s securities. Its aim is to support the company in meeting its duties under the UK Market Abuse Regulation (Assimilated Regulation (EU) 596/2014) and to confirm that appropriate systems and procedures exist to help persons discharging managerial responsibilities (PDMRs) and other staff within the company and its subsidiaries fulfil their responsibilities under the company’s Dealing Code and the UK Market Abuse Regulation. This precedent arises from an industry‑led creation of codes, guidance and best practice produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), GC100, the Quoted Companies Alliance and other market participants. Additionally, the memorandum addresses dealing processes across the company and its subsidiaries, associated clearance requirements and potential refusal circumstances. Index No. Content Page Introduction [ page number ] Part A—General dealing requirements [ page number ] 1. Dealings by Restricted Persons [ page number ] 2....

‘specimen’ dealing code This Precedent is a memorandum outlining the particulars of the ‘specimen’ dealing code. The specimen dealing code is the outcome of an industry-led development of codes, guidance and best practice prepared by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), GC100, the Quoted Companies Alliance and other market participants, who collectively agreed that it would be of considerable benefit for listed and quoted companies to be able to turn to an equivalent version of the Financial Conduct Authority’s (FCA) Model Code. As a consequence of the implementation of the Market Abuse Regulation (EU) No 596/2014 on 3 July 2016, the FCA deleted the Model Code. Companies with a former premium listing of equity shares were required to comply with the Model Code, which restricted persons discharging managerial responsibilities (PDMRs) from dealing in the companies’ securities. The working assumption is that listed companies will apply the dealing code to PDMRs and to those other individuals whom they wish to be covered by the company’s...