15 July 2021
The European Securities and Markets Authority (ESMA), the EU’s securities markets regulator, has today launched a Consultation Paper on the review of its Guidelines on delayed disclosure of inside information under the Market Abuse Regulation (MAR) in relation to its interaction with prudential supervision.
Issuers, under MAR, can delay the disclosure of inside information where immediate disclosure is likely to prejudice an issuer’s legitimate interest, the delay of disclosure is not likely to mislead the public and confidentiality is ensured.
The ESMA MAR Guidelines include a list of legitimate interests of issuers that are likely to be prejudiced by immediate disclosure of inside information. The purpose of this consultation is to build and expand on these Guidelines, in the context of the interaction between the MAR transparency obligations vis-à-vis inside information and the prudential supervisory framework.
The Consultation Paper proposes to amend current MAR Guidelines by:
- clarifying that in case of redemptions, reductions and repurchases of own funds, pending the prudential supervisor’s authorisation, the institution has a legitimate interest to delay disclosure of inside information until authorisation is granted;
- clarifying that in case of draft SREP decisions and related preliminary information, the institution has a legitimate interest in delaying disclosure of inside information until that information becomes public; and
- add a separate section clarifying that Pillar 2 Capital Requirements and Pillar 2 Capital Guidance contained in the Supervisory Review and Evaluation Process under the Capital Requirements Regulation and Directive package, are likely to meet the definition of inside information under MAR and would therefore need to be disclosed as soon as possible, once final.
ESMA invites all the stakeholders in the banking sector as well as other market participants including trade associations and industry bodies, institutional and retail investors, consultants and academics to send us their input by 27 August 2021. ESMA will consider the responses and expects to publish a final report including its amended MAR Guidelines by the end of 2021.