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United Kingdom
United Kingdom
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Persons discharging managerial responsibilities or PDMRs meaning
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What does Persons discharging managerial responsibilities or PDMRs mean?
In practice, persons discharging managerial responsibilities (PDMRs) are directors and certain senior executives of an issuer or emission allowance market participant who regularly access inside information and can take decisions shaping the entity’s business. The term is defined in Article 3(1)(25) of the Market Abuse Regulation—Article 3(1)(25) UK MAR (retained EU law) in the UK and Article 3(1)(25) EU MAR (Regulation (EU) 596/2014) in Ireland. Usage is consistent across the UK and Ireland.
A PDMR is either a member of the entity’s administrative, management or supervisory body, or a senior executive who is not such a member but has regular access to inside information about the entity and power to make managerial decisions affecting its future developments and prospects.
PDMR status matters for market abuse compliance: PDMRs (and persons closely associated with them) must notify dealings in the issuer’s shares, debt or derivatives and are restricted from dealing during MAR closed periods. Notifications must be made to the issuer and the FCA or Central Bank of Ireland and announced within three business days. The regime applies to instruments traded on regulated markets, MTFs (including AIM) and OTFs.
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View the related Practice Notes about Persons discharging managerial responsibilities or PDMRs
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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PRACTICE NOTES
UK Market Abuse Regulation (MAR) insider dealing: prohibitions, definitions, scope, legitimate behaviour, buy-back/stabilisation safe harbours, market soundings, PDMR closed periods, disclosure, insider lists, surveillance, and Brexit/EU developments
This Practice Note presents an overview of the offence of insider dealing as defined by Assimilated Regulation (EU) 596/2014 (UK Market Abuse Regulation). The insider dealing offence in Article 14 of the UK Market Abuse Regulation sits alongside the criminal insider dealing offence in section 52 of the Criminal Justice Act 1993, as well as the criminal offences of making misleading statements and misleading impressions under sections 89 to 91 of the Financial Services Act 2012. Background and purpose The EU Market Abuse Regulation 596/2014 took effect throughout the EU on 3 July 2016. Its stated aim was to create a common regulatory framework addressing insider dealing, the unlawful disclosure of inside information and market manipulation (all forms of market abuse), together with measures to prevent market abuse so as to uphold the integrity of financial markets in the EU and to bolster investor protection and confidence in those markets. Regulatory framework At the end of the Brexit implementation period (11 pm UK time on 31...
27 May
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