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How will the Financial Services Act change the UK Market Abuse Regulation?

  • United Kingdom
  • Corporate

06-05-2021

The long awaited Financial Services Bill 2019-21 received Royal Assent at the end of April 2021, becoming the Financial Services Act 2021 (the Act). This is the first major piece of financial regulatory legislation since the end of the Brexit transition period.

The Act covers multiple areas, including making changes to the UK Market Abuse Regulation (UK MAR) as the Regulation applies in the UK from the end of the Brexit transition period with regards to insider list keeping and managers’ transactions. Whilst these changes have been anticipated since the Bill was published in October 2021, traded companies that are subject to UK MAR should now be aware that the changes will take effect on 29 June 2021.

What is changing?

  • Inside list keeping - Section 30 (Insider lists and managers’ transactions) of the Act amends UK MAR to clarify that both the traded company and any person acting on their behalf or on their account (such as advisers) are all required to maintain such a list (rather than issuers or any person acting on their behalf or account).
  • Transactions by persons discharging managerial responsibility (PDMRs) – Article 19(3) of UK MAR is amended to adjust the timetable within which traded companies are required to disclose transactions by their PDMRs and persons closely associated with them (PCAs) to the public, so that issuers must disclose transactions within two working days of those transactions being notified to them by the PDMRs and PCAs, instead of no later than three business days after the date of the transaction.

In addition, Section 31 of the Act (Maximum sentences for insider dealing and financial services offences) increases the maximum sentence for criminal market abuse from seven to ten years. The commencement date for this section has not yet been announced.

Next steps and implications

The above changes to UK MAR come into force on 29 June 2021. The end of the Brexit transition period has seen divergences between the Market Abuse Regulation as it applies in EU member states and UK MAR. The changes as regards insider list keeping mean that UK MAR is aligned with the changes to the EU Regulation with regards to the responsibility for insider list keeping that came into force after the end of the transition period, although other changes made at an EU level have not been implemented in the UK.

Companies are likely to welcome the greater clarity introduced by the changes to the timing requirements for notification of transactions undertaken by PDMRs and PCAs. Traded companies should now review their policies in relation to insider list keeping, market abuse and share dealing to reflect these changes talking effect.