One month until MAR – Are you ready?

Primary insiders

• Do we have an updated overview of primary insiders and close associates?
  MAR makes extensive changes to the regulation of primary insiders and their close associates' reporting obligations. The definition of primary insiders is somewhat narrowed, while the definition of close associates to primary insiders is expanded. A significant change with MAR is that all close associates of a primary insider shall be listed in the primary insider register regardless of whether the person owns financial instruments in the issuer or not. The issuer must update the list of primary insiders and all close associates in Newspoint.

• Have we prepared an information letter to inform primary insiders in writing of their obligations pursuant to MAR, and an information letter that our primary insiders can use to inform their close associates?
  MAR introduces a requirement for the issuer to inform their primary insiders in writing of their obligations under MAR, and primary insiders are correspondingly required to inform their close associates in writing of their obligations. Close associates of primary insiders will have an independent duty to give notifications of their transactions.

• Do we have updated procedures for disclosure of notifications of transactions made by primary insiders and their close associates?
  Pursuant to MAR, such notifications shall be sent from the primary insider/close associate to both the issuer and the Financial Supervisory Authority of Norway (via Altinn), while the issuer is obligated to publish the notifications. Note that close associate will have an independent duty to give notifications of transactions, as opposed to today where the duty is imposed on the primary insider. Furthermore, the obligation to disclose primary insider notifications is extended to apply to more types of transactions (e.g. inheritance, gifts, loans and mortgages) and financial instruments (e.g. bonds) than before.

• Have we prepared procedures for "red periods"?
  MAR sets out a new trading prohibition for primary insiders for a 30-day period prior to publication of mandatory financial reports.

• Do we have a system to keep track of primary insiders' transaction volume?
  A threshold of EUR 5,000 will apply before primary insiders' duty to disclose transactions occurs, which implies that primary insiders can carry out transactions for up to EUR 4,999 annually without triggering the notification obligation, contrary to today where every transaction triggers a notification.

• Are we aware of the changed deadline for primary insider notifications?
  With MAR, the deadline for primary insider notifications is changed to promptly and no later than within three business days after the transaction.

• Have we ensured that our clearing routines for primary insider trades are in accordance with MAR?
  When MAR is implemented, the special Norwegian duty of investigation for primary insiders before conducting transactions in instruments issued by the company is revoked. However, if desirable, it is possible to continue to have an internal clearing routine, although with some adjustments.

Insider lists

• Have we ensured that our template insider list reflects the mandatory format imposed by MAR?
  MAR requires the insider list to follow a set template that requires far more information about each insider, e.g. social security number and home address. This information must be collected in a manner consistent with applicable data protection legislation.

• Do we have updated procedures for who should be listed and obtaining written confirmations?
  According to MAR, the persons to be listed on the insider list is limited to those who have access to inside information and who work for the issuer or someone acting on their behalf under a contract of employment, or otherwise perform tasks that allow them to access inside information. This means that for example contract counterparties and shareholders should not be listed. Furthermore, the person in charge of drawing up the insider list shall send a written confirmation to persons who are listed in the insider list, and recipients shall confirm in writing that they are aware of the duties/responsibility associated with such information.

Delayed disclosure

• Do we have updated procedures that reflect the changes in the right to delay disclosure?
  While the ongoing duty to disclose inside information remains largely unchanged, the procedures for delayed disclosure are changed among other by a new requirement to document that such a decision is made. MAR contains specific content requirements for a decision to delay disclosure, and the decision shall be submitted to Oslo Børs upon request. MAR requires that a notification about the delayed disclosure is sent to the stock exchange when the inside information is made public to the market, but Oslo Børs will also maintain its rule that the issuer shall immediately inform the stock exchange in the event of delayed disclosure, although this is not required by MAR.

This is just some of the MAR news. If you would like more information about MAR, please read our newsletter HERE. Thommessen can provide advice and guidance on the regulations, review/update internal routines and procedures and hold courses and presentations. Please feel free to contact us for assistance to prepare your company for MAR.