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United Kingdom
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Person discharging managerial responsibility or PDMR meaning
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What does Person discharging managerial responsibility or PDMR mean?
A person discharging managerial responsibility (PDMR) is a director or senior executive of an issuer whose role gives regular access to inside information and authority to make significant managerial decisions. The term is defined in the market abuse Regulation—Article 3(1)(25) of the UK Market Abuse Regulation (retained Regulation (EU) 596/2014) and, in Ireland, Article 3(1)(25) of the EU Market Abuse Regulation.
A PDMR is:
- any member of the issuer’s administrative, management or supervisory body; or
- any senior executive who is not on those bodies but has regular access to inside information relating directly or indirectly to the issuer and power to take managerial decisions affecting the issuer’s future developments and business prospects.
The definition also applies to emission allowance market participants and entities referenced in Article 19(10).
Practical significance: the PDMR concept underpins Article 19 notification and disclosure of dealings by PDMRs and their persons closely associated (PCAs), and restrictions on dealing during closed periods. It is central to issuer dealing policies, insider lists and compliance for instruments admitted to UK/EU regulated markets, MTFs and OTFs (including AIM). Usage is consistent across England & Wales, Scotland, Northern Ireland and Ireland; the legislative source differs (UK MAR vs EU MAR).
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View the related Practice Notes about Person discharging managerial responsibility or PDMR
PRACTICE NOTES
UK MAR Article 19: PDMR and PCA transactions—notification duties for PDMRs and issuers, FCA/RIS process, thresholds, timing, definitions and closed period restrictions
This brief guide sets out practical details on making notifications of transactions or dealings in a company’s shares, and specified other securities, by persons discharging managerial responsibilities (PDMRs) and persons closely associated with them (PCAs) under Article 19 of Assimilated Regulation (EU) No 596/2014 on market abuse (the UK Market Abuse Regulation). For an in‑depth overview of the regime on PDMR transactions, see Practice Note: Continuing obligations—transactions by a person discharging managerial responsibilities (UK Market Abuse Regulation and DTR 3). Which companies are subject to the provisions on PDMR transactions under Article 19 of the UK Market Abuse Regulation? The disclosure rules for PDMR transactions in Article 19 of the UK Market Abuse Regulation apply to: a company with financial instruments admitted to trading on a UK regulated market, which includes the London Stock Exchange’s Main Market and the AQSE Main Market a company with financial instruments admitted to trading on a UK multilateral trading facility (UK MTF), which includes AIM and the AQSE...
22 May
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View the related Precedents about Person discharging managerial responsibility or PDMR
PRECEDENTS
Precedent: issuer letter to PDMR on UK MAR Article 19 dealing notification duties (including PCAs), thresholds, time limits, FCA filing, with PDMR notification form
[ On headed notepaper of issuer ] Strictly private and confidential To: [ insert name of the person discharging managerial responsibility ][ insert address of the person discharging managerial responsibility ] Date: [ insert date ] Dear [ insert PDMR name ], Notification of transaction in the shares or other debt or financial instruments of [ full name of company ] (the Company) Further to your obligation under Article 19(1) of the UK Market Abuse Regulation (the Regulation), you are, as a PDMR of the Company, required to inform both the Company and the Financial Conduct Authority (FCA) of every transaction executed on your own account that relates to the Company’s shares or its debt instruments, or to derivatives or other financial instruments connected with those shares (eg options or debt instruments), where the amount is above €5,000 per calendar year...
22 May
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