Market Abuse Regulation

The Market Abuse Regulation (MAR) aims to increase market integrity and investor protection. Find out more about the application and structure of the MAR, market abuse offences and exemptions.

Key onshoring changes to MAR

The main changes to UK MAR are to notifications for delaying the disclosure of inside information, notifications for transactions of persons discharging managerial responsibilities (PDMRs), and the reporting of STORs.

Read more about these changes in our Primary Market Bulletin 32 and the temporary transitional power (TTP) key requirements. The bulletin also includes information on reporting requirements relating to exemptions for buy-back and stabilisation transactions.

The EU Market Abuse Regulation (EU MAR) came into effect on 3 July 2016 and was onshored into UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018. Changes to EU MAR were made by the Market Abuse Exit Regulations 2019, to make sure that the onshored legislation (UK MAR) operates effectively in the UK.

The EU implementing measures for EU MAR were also onshored into UK law on 31 December 2020 by the EU (Withdrawal) Act 2018 and were amended by FCA 2019/45.

Changes to our Handbook were made by FCA 2019/23 in relation to the Market Conduct Sourcebook, and by FCA 2019/26 in relation to the Disclosure Guidance and Transparency Rules sourcebook.

UK MAR aims to increase market integrity and investor protection, enhancing the attractiveness of securities markets for capital raising.

It contains prohibitions of insider dealing, unlawful disclosure of inside information and market manipulation, and provisions to prevent and detect these.

This page is designed to assist readers of our Handbook. It should not be regarded as an exhaustive list of relevant information sources. Firms, issuers and individuals in scope of UK MAR should review all the regulation and make sure they’re in compliance with all relevant provisions.

Application of UK MAR

UK MAR applies to:

  • financial instruments admitted to trading on a UK or an EU regulated market or for which a request for admission to trading on a UK or an EU regulated market has been made
  • financial instruments traded on a UK or an EU multilateral trading facility (MTF), admitted to trading on a UK or an EU MTF, or for which a request for admission to trading on a UK or an EU MTF has been made
  • financial instruments traded on a UK or an EU organised trading facility (OTF)
  • financial instruments not covered by point (a), (b) or (c), the price or value of which depends on or has an effect on the price or value of a financial instrument referred to in those points, including, but not limited to, credit default swaps and contracts for difference

Structure of UK MAR

UK MAR includes the following legislation, technical standards, and guidance:

ESMA Guidelines

ESMA Guidelines and Recommendations have not been incorporated into UK law. However, we expect firms and market participants to continue to apply Guidelines that existed before the end of the transition period, where relevant, as they did before the end of the transition period.

These should be interpreted in light of the UK’s withdrawal from the EU, including the associated legislative changes that are being made to make sure the regulatory framework operates appropriately.

We shall also continue to apply such Guidelines and Recommendations in respect of our own functions in the same manner as before, interpreting them in light of the UK’s withdrawal from the EU. The following guidelines are mandated under EU MAR:

These guidelines set out a non-exhaustive indicative list of information which is reasonably expected or required to be disclosed on relevant commodity derivative and spot markets (and could therefore fall within the definition of inside information for commodity derivatives).

These guidelines set out a non-exhaustive indicative list of legitimate interests of issuers, and of situations in which delayed disclosure of inside information is likely to mislead the public.

The guidelines detail the factors, steps and appropriate records a person must consider when information is disclosed as part of the sounding regime.

Market abuse offences

Inside information

UK MAR sets out a definition of 'inside information' for financial instruments.

UK MAR also sets out specific definitions for:

  • commodity derivatives
  • emission allowances and auction products based on these; and
  • in relation to persons charged with the execution of orders concerning financial instruments, information conveyed by a client and relating to the client’s pending orders in financial instruments

More information:

Insider dealing and unlawful disclosure

UK MAR sets out what constitutes insider dealing and the unlawful disclosure of inside information.

The use of inside information to amend or cancel an existing order constitutes insider dealing. UK MAR prohibits persons in possession of inside information from using that information to deal or attempt to deal in financial instruments or to recommend or induce another person to transact on the basis of inside information.

UK MAR sets out that unlawful disclosure of inside information is where a person possesses inside information and discloses that information to any other person, except where the disclosure is made in the normal exercise of employment, a profession, or duties.

More information:

  • UK MAR Article 8, UK MAR Article 9, UK MAR Article 10, UK MAR Article 14
  • FCA Handbook: MAR 1.3MAR 1.4

Market soundings

UK MAR sets out a framework to make legitimate disclosures of inside information during market soundings. Provided certain requirements are met, disclosing market participants are protected from an allegation of unlawful disclosure of inside information.

More information:

Market manipulation

UK MAR defines and prohibits market manipulation. This offence captures attempted manipulation, benchmarks and, in some situations, spot commodity contracts.

More information:

Exemptions

Buy-back programmes and stabilisation measures

Providing certain requirements are met, trading in securities or associated instruments for the stabilisation of securities, or trading in own shares in buy-back programmes, are exempt from the prohibitions against market abuse.

For buy-back programmes, where the shares have been admitted to trading or are traded on a UK trading venue, issuers should report to us each transaction relating to the buy-back programme (including those transactions that do not take place on a UK trading venue). For buy-back programmes, where the shares have been admitted to trading or are traded on a EU trading venue, issuers should report to us or the relevant EU competent authority, depending on where the shares have been admitted to trading or are traded.

For stabilisations, where the securities are traded on a UK trading venue, issuers, offerors, or entities undertaking the stabilisation, should continue to report all stabilisation transactions to us (including those transactions that do not take place on a UK trading venue). Where the securities are traded on an EU trading venue, issuers, offerors, or entities undertaking the stabilisation, should continue to report to the EU competent authority of the trading venue in accordance with EU MAR.

You should email notifications for both stabilisation and buy-back programme activity to [email protected].

We have the following templates that issuers or firms submitting on behalf of an issuer may use when notifying us:

You do not have to follow these templates.

More information:

Accepted market practices (AMPs)

The prohibition of market manipulation doesn’t apply to activities referred to in UK MAR Article 12(1)(a) provided that the person entering into a transaction, placing an order to trade, or engaging in any other behaviour establishes that such transaction, order or behaviour has been carried out for legitimate reasons, and conforms with an AMP.

We are able to establish an AMP, subject to certain criteria and conditions, in relation to the UK market. However, we have not currently established any such AMPs, and there are no EU AMPs that apply to UK markets.

More information:

Disclosures

Disclosure and delaying disclosure of inside information

The following entities are required under UK MAR to publicly disclose inside information which directly or indirectly concerns them as soon as possible, but can delay the disclosure if certain conditions are met:

  • issuers who have requested or approved admission of their financial instruments to trading on a UK regulated market;
  • in the case of instruments only traded on a UK MTF or on a UK OTF, issuers who have approved trading of their financial instruments on a UK MTF or a UK OTF or have requested admission to trading of their financial instruments on a UK MTF; and
  • emission allowance market participants (EAMPs) registered in the UK

Such issuers must notify us after delaying disclosure of inside information. They don’t need to provide a written explanation setting out how the relevant conditions for delaying disclosure were met, but should keep appropriate records in case we request this.

Where financial institutions and credit institutions intend to delay disclosure due to financial stability concerns, they must satisfy a number of conditions, including requesting and receiving our consent to delay to disclose. Financial institutions and credit institutions should call the emergency line on 020 7066 8354 for such delayed disclosures.

See the delay disclosure notification form and a guide to completing it.

More information:

Insider lists

The following entities are required under UK MAR to maintain a list of all persons working for them that have access to inside information:

  • issuers who have requested or approved admission of their financial instruments to trading on a UK regulated market;
  • in the case of instruments only traded on a UK MTF or on a UK OTF, issuers who have approved trading of their financial instruments on a UK MTF or a UK OTF or have requested admission to trading of their financial instruments on a UK MTF; and
  • emission allowance market participants (EAMPs) registered in the UK

Such entities are required to transmit their insider lists to us on request.

More information:

Suspicious transaction and order reports (STORs)

UK trading venues must detect and report suspicious transactions and orders to us without delay via STORs.

Firms (and individuals) who are persons professionally arranging or executing transactions, must also detect and report suspicious transactions and orders to us without delay via STORs. Such persons are required to report STORs to us where they are registered or have their head office in the UK or, in the case of a branch, where the branch is situated in the UK. Find out how to submit a STOR.

More information:

Managers’ transactions

UK MAR Article 19 requires persons discharging managerial responsibilities within certain issuers (PDMRs), and persons closely associated with them (PCAs), to notify us and the issuer of relevant personal transactions they undertake in the issuer’s shares, debt instruments, derivatives, or other linked financial instruments, if the total amount of transactions per calendar year has reached €5,000.

The issuer in turn must make that information public within 3 business days.

This requirement applies to:

  • issuers who have requested or approved admission of their financial instruments to trading on a UK regulated market
  • in the case of instruments only traded on a UK MTF or on a UK OTF, issuers who have approved trading of their financial instruments on a UK MTF or a UK OTF or have requested admission to trading of their financial instruments on a UK MTF

PDMRs and PCAs for those issuers above are only required to notify under Article 19 when they deal in shares or debt instruments of the issuer which are:

  • subject to a request for or approval of admission to trading on a UK and EU trading venue, or
  • linked to financial instruments which are themselves subject to a request for, or approval of, admission to trading on a UK and EU trading venue

Dealing in instruments that do not fall into these categories does not need to be notified under Article 19.

The notification must be made promptly and no later than 3 business days after the transaction date.

PDMRs are also prohibited from conducting certain personal transactions during a closed period. The interpretation of the application of the closed periods around preliminary results is clarified in 7.9 of ESMA’s questions and answers on EU MAR. See the PDMR notification form and a guide to completing it.

More information:

Investment recommendations

Persons producing or providing investment recommendations must make sure information is objectively presented and disclose any conflicts of interest.

More information:

UK MAR and UK Emission Trading Scheme

The Treasury has announced plans to establish a UK Emission Trading Scheme (UK ETS) from 1 January 2021, and is introducing legislative changes to implement the UK ETS.

Initial changes to UK MAR were made by the Securities Financing Transactions, Securitisation and Miscellaneous Amendments (EU Exit) Regulations 2020. These regulations removed earlier onshoring changes set out in the Market Abuse Exit Regulations 2019, which are no longer relevant as a result of the UK establishing the UK ETS.

However, these initial changes don’t reflect the intended final scope of UK MAR on ETS matters. Forthcoming legislation will further amend UK MAR to finalise its scope and how it applies to the ETS.