Legalize / Ireland / Statutory Instrument

S.I. No. 342/2005 - Market Abuse (Directive 2003/6/EC) Regulations 2005

Type Statutory Instrument

Publication 2005-07-05

Last updated 2016-07-08

State Repealed superseded text

Text As published

Source Irish Statute Book

articles 66

This is the act as published. Later amendments are not folded into the text below: each one is a separate act in this repository and an entry in this law's history.

5 amending acts · 2016-07-08, S.I. No. 349/2016 - European Union (Market Abuse) Regulations 2016

Reform history JSON API

(3) Subject to paragraph (5), where a substantial alteration referred to in paragraph (2) consists of a change of the direction of the recommendation (such as changing a buy recommendation into a hold or sell recommendation or vice versa), the person disseminating the substantial alteration shall comply with the requirements of Regulations 18 to 21 as respects the substantial alteration.

(4) Subject to paragraph (5), a relevant person who disseminates a substantially altered recommendation shall have a formal written policy so that the persons receiving the information may be directed to where they can have access to such of the following that are publicly available -

(a) the identity of the producer of the recommendation,

(b) the recommendation, and

(5) Paragraphs (1) to (4) do not apply to news reporting on recommendations produced by a third party where the substance of the recommendation is not altered.

(6) Where there is dissemination of a summary of a recommendation produced by a third party, the relevant persons disseminating the summary shall ensure that the summary -

(a) is clear and not misleading, and

(b) mentions such of the following that are publicly available -

(i) the source document, and

(ii) where disclosures relating to the source document can be directly and easily accessed by the public.

Additional obligations for investment firms and credit institutions

24.

(1) Without prejudice to the generality of Regulation 23, where the relevant person -

(a) is an investment firm or credit institution or a person working for the investment firm or credit institution, as the case may be, under a contract of employment or otherwise, and

(b) disseminates recommendations produced by a third party,

then the relevant person shall ensure that the recommendation includes a clear and prominent disclosure of the name of the competent authority of the investment firm or credit institution as the case may be.

(2) Where the producer of a recommendation referred to in paragraph (1) has not already disseminated the recommendation through a distribution channel, the requirements of Regulation 22 shall be met by the disseminator of the recommendation.

(3) Where an investment firm or credit institution referred to in paragraph (1) has substantially altered a recommendation, Regulations 18 to 22 shall apply with all necessary modifications.

Non-written recommendations

25.

The requirements of Regulations 18, 19, 20, 21(1) and 22 may be satisfied, in the case of a recommendation which is not in writing, by reference to a place where the information concerned may be directly and easily accessed by the public, such as a direct Internet link to an appropriate Internet site of the relevant person.

Exemption for journalists

26.

(1) Regulations 18, 19 and 21 do not apply to recommendations produced or disseminated by journalists in the State subject to equivalent appropriate regulation.

(2) Without prejudice to paragraph (1), where a journalist acts in a journalist's professional capacity, the dissemination of information will be assessed, for the purposes of the definition of “market manipulation”, taking into account the code of conduct governing the journalist's profession, unless the journalist derives, directly or indirectly, an advantage or profit from the dissemination of the information concerned.

(3) For the purposes of this Regulation, “equivalent appropriate regulation” means such regulation (including self-regulation) as the Bank considers equivalent to the requirements of Regulations 18, 19 and 21.

PART 4 Powers of the Bank

Definitions (Part 4)

27.

In this Part, unless the context otherwise requires -

“authorised officer” means an authorised officer appointed under Regulation 28(1);

“records” means any book, document or any other written or printed material in any form including any information (including phone and data traffic records) stored, maintained or preserved by means of any mechanical or electronic device, whether or not stored maintained or preserved in a legible form;

“relevant records” means records relating to the activities of persons to whom these Regulations apply;

“responsible authority” means -

(a) the Chief Executive of the Irish Financial Services Regulatory Authority, or

(b) any person to whom the Chief Executive of that Authority has delegated responsibility for appointing authorised officers.

Power to appoint authorised officers

28.

(1) A responsible authority may, in writing -

(a) authorise such and so many persons as the authority considers necessary to be authorised officers for the purposes of these Regulations, and

(b) revoke any such authorisation.

(2) An appointment under paragraph (1)(a) may be for a specified or unspecified period.

(3) Every authorised officer shall -

(a) be furnished with a certificate of his or her appointment as an authorised officer, and

(b) when exercising a power under these Regulations of an authorised officer, produce the certificate, together with some form of personal identification, if requested to do so by a person affected by the exercise of that power -

(4) An appointment under paragraph (1) of a person as an authorised officer ceases -

(a) when the responsible authority concerned revokes the appointment,

(b) the person dies or resigns from the appointment,

(d) if the person appointed is an officer of the Irish Financial Services Regulatory Authority, when the person ceases to be such an officer, or

(e) if the person appointed is an officer of an authority or market undertaking to which the Bank has delegated powers and functions under Regulation 33(1)(c), when the person ceases to be such an officer.

Powers of authorised officers

29.

(1) An authorised officer may, for the purposes of enforcing compliance with these Regulations (including carrying out investigations in relation thereto), do all or any of the following -

(a) at all reasonable times enter any premises at which there are reasonable grounds to believe that there are any relevant records,

(b) search and inspect the premises referred to in subparagraph (a) and any relevant records on the premises,

(c) secure for later inspection the premises or any part of the premises in which relevant records are kept or in which the officer has reasonable grounds for believing the relevant records are kept,

(d) require any person to whom these Regulations apply to produce to the officer relevant records, and if the information is in a non-legible form to reproduce it in a legible form or to give to the officer such information as the officer reasonably requires in relation to entries in the relevant records,

(e) inspect and take copies of relevant records inspected or produced under this Regulation (including, in the case of information in a non-legible form, a copy of all or part of the information in a permanent legible form),

(f) remove and retain any of the relevant records inspected or produced under this Regulation for such period as may be reasonable to facilitate further examination,

(g) require a person to give to the officer information (including give information by way of a written report) that the officer reasonably requires in relation to activities covered by these Regulations and to produce to the officer any relevant records that the person has or has access to,

(h) require a person by or on whose behalf data equipment is or has been used, or any person who has charge of, or is otherwise concerned with the operation of, the data equipment or any associated apparatus or material, to give the officer all reasonable assistance in relation thereto and

(i) require a person to explain entries in any relevant records.

(2) An authorised officer shall not, except with the consent of the occupier, enter a private dwelling (other than a part of the dwelling used as a place of work) unless the officer has obtained a warrant from a judge of the District Court.

(3) Where any person from whom production of a relevant record is required claims a lien thereon, the production of it shall be without prejudice to the lien.

(4) The requirement to produce any relevant record or report or to provide information or assistance under this Regulation extends to -

(a) a liquidator or receiver of, or any person who is or has been an officer or employee or agent of, a person to whom these Regulations apply, or

(b) any other person who appears to the Bank or the authorised officer to have the relevant record or report in his or her possession or under his or her control or the ability to provide information or assistance, as the case may be.

(5) An authorised officer may, if the officer considers it necessary, be accompanied by a member of the Garda Síochána or by another authorised officer when exercising a power under this Part.

Warrants

30.

(1) When an authorised officer in the exercise of the authorised officer's powers under Regulation 29(1) -

(a) is prevented from entering any premises, or

(b) believes that there are relevant records in a private dwelling,

the authorised officer or the responsible authority by whom the authorised officer was appointed may apply to a judge of the District Court for a warrant under this Regulation authorising the entry by the authorised officer into the premises or the private dwelling, as the case may be.

(2) If on an application under paragraph (1) a judge of the District Court is satisfied, on the information of the applicant, that the authorised officer concerned -

(a) has been prevented from entering any premises, or

(b) has reasonable grounds for believing that there are relevant records in a private dwelling,

then the judge may issue a warrant under the judge's hand authorising the authorised officer accompanied, if the judge considers it appropriate to so provide, by such number of members of the Garda Síochána as may be specified in the warrant, at any time within 4 weeks from the date of issue of the warrant, to enter, if need be by force, the premises or private dwelling and exercise any of the powers referred to in Regulation 29(1).

Directions by Bank

31.

(1) Without prejudice to the power of the Bank to impose directions, conditions or other requirements under any enactment, where the Bank considers it necessary to do so in order to -

(a) ensure the integrity of financial markets in Member States,

(b) enhance investor confidence in those markets, or

(c) prevent any person from contravening or continuing to contravene a provision of these Regulations or any other provision of Irish market abuse law,

the Bank may, subject to paragraphs (2) and (3), issue a direction in writing to any person.

(2) A direction under paragraph (1) shall -

(a) subject to subparagraph (b), take effect on and after such date, or the occurrence of such event, as is specified in the direction for the purpose, and

(b) shall cease to have effect -

(i) on such date, or the occurrence of such event, as is specified in the direction for the purpose, or

(ii) on the expiration of the period of 12 months immediately following the day on which the direction takes effect,

whichever is the earlier.

(3) A direction under paragraph (1) shall be a direction to do one or more of the following -

(a) suspend the trading of any financial instrument,

(b) not to dispose of or otherwise dissipate any assets or specified assets of any person or not to do any of those things save where specified conditions are complied with,

(c) not to dispose of or otherwise dissipate any assets or specified assets the beneficial interest in which is vested in another person or persons or not to do any of those things save where specified conditions are complied with,

(d) being a credit institution, not to make any payments from an account held with the institution by a specified person or persons save with the prior consent of the Bank,

(e) not to accept, process or execute any further subscription or orders on behalf of a specified person,

(f) not to carry on a business (whether on the person's behalf or another's behalf) in a specified manner or otherwise than in a specified manner,

(g) not to engage in any practice that contravenes a provision of these Regulations or any other provision of Irish market abuse law,

(h) not to enter into of transactions of a specified kind or not to enter into such transactions except to a specified extent or except where specified conditions are complied with,

(i) not to publish a specified recommendation,

(j) to publish or disseminate in a specified manner information relating to a recommendation or an issuer or a financial instrument.

(4) A person may apply to the Court for, and the Court may, if it considers it appropriate to do so, grant an order setting aside or varying a direction under paragraph (1).

(5) The Bank may, as respects a direction under this Regulation which, in its opinion has not been complied with or is unlikely to be complied with, (or, in the case of a direction referred to in paragraph (2)(b) or (c), irrespective of whether it is of that opinion apply to the Court in a summary manner for such order as may be appropriate by way of enforcement of the direction and the Court may, as it thinks fit, on the hearing of the application, make or refuse to make an order providing for such relief.

(6) An application for an order under paragraph (5) shall be by motion, and the Court when considering the motion may make such interim or interlocutory order as it considers appropriate.

(7) An application under paragraph (4) may not be made if the direction concerned has been the subject of an order granted under paragraph (5) (but without prejudice to the right of a person, the subject of an order granted under paragraph (5), to apply subsequently to the Court to have the order varied or discharged).

(8) The Court may direct the hearing together of applications made under paragraphs (4) and (5) that relate to the same direction.

(9) The Court may, if it thinks fit, vary or discharge an order made under paragraph (5).

(10) An application under paragraph (4) or (5) may be heard otherwise than in public.

(11) The Bank may give a direction amending or revoking a direction given by it under paragraph (1) but this power may not be exercised -

(a) if an order under paragraph (5) is for the time being in force in relation to the direction,

(b) to extend the period specified in the direction for which it is to have effect.

(12) On the expiry of the period specified in a direction for which it is to have effect, the Bank may give another direction under paragraph (1) (if it considers it necessary to do so on the grounds specified in paragraph (1)), in like or different terms, to the person concerned.

(13) The powers of the Bank under this Regulation are in addition to those conferred on it by any other enactment to give directions or impose conditions or requirements.

Privilege

32.

Nothing in these Regulations shall -

(a) compel the disclosure by a person of any information which the person would, in the opinion of the Court, be entitled to refuse to produce on the grounds of legal professional privilege, or

(b) authorise the taking possession of any document containing such information which is in such person's possession.

Delegations, etc.

33.

(1) The Bank may perform any of its functions under the relevant community acts -

(a) directly,

(b) in collaboration with other authorities or market undertakings,

(d) by applying to the Court.

(2) Subject to paragraph (5), the Bank may delegate in writing to an approved stock exchange any one or more of its functions under these Regulations subject to such conditions as are specified in the delegation.

(3) A delegation under this Regulation does not prevent the performance by the Bank of the function delegated.

(4) Notwithstanding any delegation under this Regulation, the final responsibility for supervising compliance with the relevant community acts and the applicable provisions of Irish market abuse law shall be with the Bank.

(5) The Bank shall not delegate any of its functions under Regulation 7, 15, 28(1) 31, 53 or 54.

PART 5 Enforcement Provisions

Interpretation (Part 5)

34.

(1) In this Part, unless the context otherwise requires -

“adverse assessment” means an assessment in which the assessor has decided that the assessee is committing or has committed a prescribed contravention;

“assessee” means the person the subject of an assessment;

“assessment” means an assessment referred to in Regulation 35;

“assessor” means an assessor appointed under Regulation 35;

“prescribed contravention” means a contravention of -

(a) any provision of Regulation 5 or 6,

(b) any provision of Regulation 10, 11, 12 (except Regulation 12(7)), 13 (except Regulation 13(3)), 14 (except Regulation 14(2)), 17, 18, 19 20, 21, 22, 23, 24 or 47, or

“qualifying holding” means -

(a) a direct or indirect holding of shares or other interest in a regulated financial service provider which represents 10% or more of the capital or the voting rights, or

(b) a direct or indirect holding of shares or other interest in a regulated financial service provider which represents less than 10% of the capital or voting rights but which, in the opinion of the Bank, makes it possible to control or exercise a significant influence over the management of the regulated financial service provider;

“regulated financial service provider” has the same meaning as it has in section 2(1) of the Central Bank Act 1942 (No. 22 of 1942) as amended by section 2(g) of the Central Bank and Financial Services Authority of Ireland Act 2004 (No. 21 of 2004);

“sanction” means any sanction referred to in any of paragraphs (a) to (f) of Regulation 41;

“specified sanctions”, in relation to an adverse assessment, means the sanction or sanctions referred to in Regulation 35(8) which may be imposed on the assessee.

(2) The provisions of this Part are made for the purposes of enabling the imposition of administrative sanctions.

Bank may appoint assessor

35.

(1) Where the Bank has reason to suspect that a prescribed contravention is being committed or has been committed, the Bank may appoint an assessor (or, if the Bank thinks fit to do so, more than one assessor) to conduct an assessment as to -

(a) whether or not the assessee is committing or has committed the contravention, and

(b) if the assessor finds that the assessee is committing or has committed the contravention, the sanction or sanctions, if any, which the assessor considers is or are appropriate to be imposed on the assessee in respect of the contravention.

(2) The Bank may appoint an assessor who is not an officer, employee or official of the Bank and any such assessor so appointed is an agent of the Bank for the purpose of performing the functions of an assessor under this Part.

(3) The Bank shall provide the assessor with such administrative services (including technical and legal advice) as the Bank considers necessary to enable the assessor to perform the assessor's functions.

(4) The assessor shall, as soon as is practicable after the assessor's appointment as an assessor, give notice of the appointment to the assessee.

(5) The notice under paragraph (4) given to the assessee by the assessor shall contain -

(a) a statement that the assessor is appointed by the Bank under this Regulation,

(b) a statement in summary form of the grounds for conducting the assessment,

(i) make submissions in writing to the assessor, and

(ii) request the assessor to be permitted to make oral submissions about the matters to which the notice relates, and

(d) a statement that the assessor shall conduct the assessment even if no submissions referred to in subparagraph (c) are made.

(6) The assessor shall -

(a) consider any submissions made by the assessee, and

(b) conduct such investigations relating to the assessment as the assessor considers appropriate before issuing the assessment.

(7) The assessor shall issue the assessment to the Bank when the assessment is made.

(8) Where the assessor decides that a prescribed contravention is being committed or has been committed, the assessor shall ensure that the assessment includes -

(a) a statement of the grounds upon which the assessor made the assessment that the assessee is committing or has committed the contravention,

(b) a statement in summary form of the evidence upon which the assessment is based, and

(c) a statement of the sanction or sanctions, if any, which the assessor considers is or are appropriate to be imposed on the assessee in respect of the contravention.

(9) The appointment of an assessor may be for a specified or unspecified period.

(10) Subject to Regulation 42(2), the assessment shall constitute the decision of the Bank, and references in this Part to an adverse assessment shall be construed accordingly.

Revocation of appointment of assessor

36.

(1) Where the Bank is satisfied that the assessor has contravened paragraph (2) or is incapacitated, the Bank may revoke the appointment of the assessor at any time.

(2) The assessor (including a person proposed to be appointed as an assessor shall -

(a) disclose to the Bank any material interest that the assessor may have in any matter that may arise during the assessment,

(b) disclose to the Bank any actual or potential conflict of interest that the assessor may have in conducting an assessment,

(c) not use any inside information obtained during an assessment for any purpose other than the performance of the assessor's functions under this Part,

(d) not engage in misconduct during the assessment,

(e) perform the assessor's functions in accordance with the procedures and requirements set out in this Part, and

(f) issue an assessment that is not contrary to law.

Power to require witnesses to appear and give evidence

37.

(1) The assessor may by notice given in or outside the State to a person require the person to do one or more of the following -

(a) appear before the assessor to give evidence (including give evidence on oath),

(b) produce documents specified in the notice which are in the person's custody or control,

(c) for the purposes of subparagraph (a) or (b), attend before the assessor from day to day unless excused from attendance or released from further attendance by the assessor.

(2) The assessor may administer oaths for the purposes of the evidence referred to in paragraph (1)(a).

(3) A witness at a hearing before the assessor has the same liabilities, privileges and immunities as a witness before the Court.

(4) Where a person (“person concerned”) -

(a) fails to comply with a notice under paragraph (1),

(b) threatens or insults the assessor or any witness or person required to attend before the assessor,

(d) obstructs or attempts to obstruct the assessor,

(e) discloses, or authorises the disclosure of, evidence given before the assessor or any of the contents of a document produced to the assessor that the assessor has instructed not to be published, or

(f) does anything else that, if the assessor were a court of law having power to commit for contempt, would be contempt for that court,

then -

(i) the assessor may apply to the Court for an order requiring the person concerned to do one or both of the following -

(I) to comply with the notice under paragraph (1),

(II) to discontinue or not repeat the behaviour falling within any of the provisions of subparagraphs (b) to (f), or behaviour of any similar kind, and

(ii) the Court, if satisfied that there is no reasonable excuse for the failure to comply with the notice under paragraph (1) or for the behaviour concerned, as the case may be, grant the order and such other orders as it considers appropriate to ensure that the person concerned cooperates with the assessor.

Referral to Court on question of law

38.

(1) The Bank or the assessor may (including at the request of the assessee) refer a question of law arising in the assessment to the Court for determination by the Court.

(2) Where a question of law is referred under paragraph (1) -

(a) the assessor shall send to the Court all documents before the assessor that are relevant to the matter in question, and

(b) at the end of the proceedings in the Court in relation to the reference the Court shall cause the documents to be returned to the assessor.

Assessee to be issued copy of any adverse assessment, etc.

39.

(1) Where the assessment of the assessor is that the assessee is committing or has committed a prescribed contravention, the Bank shall -

(a) issue the assessee with a copy of the adverse assessment (or, as the Bank thinks fit, so much of the adverse assessment as constitutes the statements referred to in Regulation 35(8)), and

(b) advise the assessee that -

(i) the assessee may appeal against the adverse assessment to the Court under Regulation 40, and

(ii) the Bank may apply to the Court under Regulation 44 for an order confirming the adverse assessment (including the specified sanctions).

(2) Where the assessment of the assessor is that the assessee is neither committing nor has committed a prescribed contravention, the Bank shall issue the assessee with a statement to that effect.

Right of appeal against adverse assessment (including specified sanctions)

40.

(1) The assessee may appeal against the adverse assessment (including the specified sanctions) not later than 28 days after the Bank has complied with Regulation 39(1) in relation to the assessee or within such further period as the Court allows.

(2) An appeal under paragraph (1) may be heard otherwise than in public.

(3) The Court may, pending the hearing and determination of an appeal under paragraph (1), make such interim or interlocutory orders as the Court considers necessary in the circumstances.

(4) The Court shall determine an appeal under paragraph (1) by making -

(a) an order confirming, varying or setting aside the adverse assessment (including the specified sanctions), whether in whole or in part, or

(b) an order remitting the case to be decided again by the Bank in accordance with the directions of the Court.

(5) The determination of the Court on the hearing of an appeal under paragraph (1) shall be final, except that a party to the appeal may apply to the Supreme Court to review the determination on a question of law.

(6) For the avoidance of doubt, it is declared that no variation of an adverse assessment under paragraph (4)(a) may provide for the imposition of a sanction on the assessee which is not a sanction referred to in paragraphs (a) to (f) of Regulation 41.

Sanctions that may be imposed by Bank

41.

In the case of an adverse assessment, the Bank may impose on the assessee such of the following sanctions as are the specified sanctions -

(a) a private caution or reprimand,

(b) a public caution or reprimand,

(c) subject to Regulation 46(2), a direction to pay to the Bank a monetary penalty (but not exceeding €2,500,000 in any case),

(d) a direction disqualifying the assessee from being concerned in the management of, or having a qualifying holding in, any regulated financial service provider for such time as is specified in the order,

(e) if the assessee is continuing to commit a prescribed contravention, a direction ordering the assessee to cease committing the prescribed contravention,

(f) a direction to pay to the Bank all or a specified part of the costs incurred by the Bank in investigating the matter to which the assessment relates and in holding the assessment (including any costs incurred by authorised officers).

Power to correct assessments

42.

(1) Where the assessor or the Bank is satisfied that there is an obvious error in the text of an assessment, the assessor or the Bank, as the case may be, may alter the text of the assessment to remove the error.

(2) Where the text of an assessment is altered under paragraph (1), the text as so altered shall be taken to be the decision of the Bank under Regulation 35(10).

(3) In paragraph (1), “obvious error”, in relation to the text of an assessment includes -

(a) a clerical or typographical error,

(b) an error arising from an accidental slip or omission, or

When specified sanctions take effect

43.

(1) Where -

(a) no appeal under Regulation 40 against the adverse assessment is lodged with the Court within the period for lodging the appeal, or

(b) an appeal under Regulation 40 against the adverse assessment which has been lodged with the Court within the period for lodging the appeal is withdrawn or abandoned,

then the specified sanctions, as confirmed or varied in the order, if any, obtained under Regulation 44(2)(a), shall take effect on the date of that order or such other date as the Court may specify in that order.

(2) Where an appeal under Regulation 40 against the adverse assessment is lodged with the Court within the period for lodging the appeal, then the specified sanctions, as confirmed or varied in the order, if any, obtained under Regulation 40(4)(a), shall take effect of the date of that order or such other date as the Court may specify in that order.

Enforcement of adverse assessment (including specified sanctions)

44.

(1) Where -

(a) no appeal under Regulation 40 against the adverse assessment is lodged with the Court within the period for lodging the appeal, or

(b) an appeal under Regulation 40 against the adverse assessment which has been lodged with the Court within the period for lodging the appeal is withdrawn or abandoned,

then the Bank may apply to the Court for an order confirming the adverse assessment (including the specified sanctions).

(2) The Court shall determine an application under paragraph (1) by making -

(a) an order confirming, varying or setting aside the adverse assessment (including the specified sanctions), whether in whole or in part, or

(b) an order remitting the case to be decided again by the Bank in accordance with the directions of the Court.

(3) The Court shall not hear an application under paragraph (1) unless -

(a) the assessee appears at the hearing as respondent to the application, or

(b) if the assessee does not so appear, the Court is satisfied that a copy of the application has been served on the assessee.

(4) An application under paragraph (1) may be heard otherwise than in public.

(5) The Court may, on an application under paragraph (1), make such interim or interlocutory orders as the Court considers necessary in the circumstances.

(6) The determination of the Court on the hearing of an application under paragraph (1) shall be final, except that the Bank or the respondent, if any, may apply to the Supreme Court to review the determination on a question of law.

(7) For the avoidance of doubt, it is declared that no variation of an adverse assessment under paragraph (2)(a) may provide for the imposition of a sanction on the assessee which is not a sanction referred to in paragraphs (a) to (f) of Regulation 41.

Publication of certain specified sanctions

45.

The Bank shall publicly disclose the specified sanctions referred to in paragraphs (c) to (f) of Regulation 41, as confirmed or varied in the order concerned obtained under Regulation 40(4)(a) or 44(2)(a), that are imposed on the assessee unless the Bank considers that the disclosure would -

(a) seriously jeopardise the financial markets, or

(b) cause disproportionate damage to the parties involved.

Person not liable to be penalised twice for same contravention

46.

(1) Where -

(a) a sanction referred to in Regulation 41(c) is to be imposed on the assessee by virtue of an order obtained under Regulation 40(4)(a) or 44(2)(a), and

(b) the acts which constitute the prescribed contravention to which the sanction relates also constitute an offence under a law of the State,

then the assessee is not, in respect of those acts, liable to be prosecuted or punished for that offence under that law.

(2) A sanction referred to in Regulation 41(c) in respect of a prescribed contravention shall not be imposed on the assessee where -

(a) the assessee has been found guilty or not guilty of having committed an offence under a provision of -

(i) these Regulations, or

(ii) Part 4 of the Investment Funds, Companies and Miscellaneous Pensions 2005 Act, and

(b) all or some of the acts constituting that offence also constitute the prescribed contravention.

Person not to be concerned in management of regulated financial service provider while disqualified

47.

A regulated financial service provider shall ensure that a person shall not be concerned in the management of, or have a qualifying holding in, the financial service provider while the person is subject to a sanction referred to in Regulation 41(d) that is in force.

Power of Bank to resolve suspected contraventions, etc.

48.

(1) Where the Bank has reason to suspect that a person (“relevant party”) is committing or has committed a prescribed contravention, it may enter into an agreement in writing with the relevant party to resolve the matter (including at any time before an assessment, if any, has been issued in respect of the relevant party).

(2) An agreement entered into under paragraph (1) -

(a) is binding on the Bank and the relevant party, and

(b) may include terms under which the relevant party accepts the imposition of sanctions.

(3) An agreement entered into under paragraph (1) may be enforced by the Bank or the relevant party in a court of competent jurisdiction.

PART 6 offences and reports

Offences generally and application of section 32 of Investment Funds, Companies and Miscellaneous Provisions Act 2005

49.

(1) A person who contravenes -

(a) any provision of Regulation 5 or 6,

(b) any provision of Regulation 10, 11, 12 (except Regulation 12(7)), 13 (except Regulation 13(3)), 14 (except Regulation 14(2)), 17, 18, 19 20, 21, 22, 23, 24 or 47, or

is guilty of an offence and liable on summary conviction to a fine not exceeding €5,000 or imprisonment for a term not exceeding 12 months or both.

(2) Each offence under paragraph (1) consisting of a contravention of any provision of Regulation 5 or 6 is an offence to which section 32 of the Investment Funds Companies and Miscellaneous Provisions Act 2005 applies.

(3) Where the contravention in respect of which a person is convicted of an offence under these Regulations is continued after the conviction, the person shall be guilty of a further offence on every day on which the contravention continues and liable on summary conviction to a fine not exceeding €5,000 or imprisonment for a term not exceeding 12 months or both for each such further offence.

Obstruction, etc. of authorised officer

50.

A person who -

(a) obstructs an authorised officer (within the meaning of Regulation 27 in the exercise of the powers of an authorised officer under Part 4,

(b) without reasonable excuse, fails to comply with a request or requirement made by such an officer under Part 4, or

(c) gives such an officer information that the person knows or ought reasonably to know is false or misleading in a material particular,

is guilty of an offence and liable upon summary conviction to a fine not exceeding €5,000 or imprisonment for a term not exceeding 12 months or both.

False, etc. information

51.

A person who -

(a) gives the Bank a notification under Regulation 13; or

(b) gives the assessor (within the meaning of Regulation 34) information pursuant to a requirement under Part 5.

that the person knows is false or misleading in a material particular or that the person does not believe to be true is guilty of an offence and liable upon summary conviction to a fine not exceeding €5,000 or imprisonment for a term not exceeding 12 months or both.

Offences by bodies corporate, etc.

52.

(1) Where an offence is committed under these Regulations by a body corporate and is proved to have been committed with the consent, connivance or approval of or to have been attributable to the wilful neglect on the part of any person, being a director, manager, secretary or other officer of the body corporate or a person who was purporting to act in any such capacity, that person as well as the body corporate is guilty of an offence and is liable to be proceeded against and punished as if that person were guilty of the first-mentioned offence.

(2) A person may be charged with having committed an offence under these Regulations even if the body corporate concerned is not charged with having committed an offence under these Regulations in relation to the same matter.

Summary proceedings may be brought by Bank

53.

Summary proceedings for an offence under these Regulations may be brought and prosecuted by the Bank.

Annual report of Bank

54.

The Bank shall provide the Minister with a copy extract relating to the performance of its functions under these Regulations of its annual report to the Minister for Finance pursuant to section 330 of the Central Bank Act 1942 ( No. 22 of 1942 ) as inserted by section 26 of the Central Bank and Financial Services Authority of Ireland Act 2003 ( No. 12 of 2003 ).

SCHEDULE 1 PROVISIONS APPLICABLE TO THE DEFINITION OF “ACCEPTED MARKET PRACTICES”

Regulation 2(1)

Factors to be taken into account when considering market practices

1.1 For the purposes of applying the definitions of “inside information” and “market manipulation” in Regulation 2(1), the following non-exhaustive factors shall be taken into account by the Bank, without prejudice to collaboration with other authorities when assessing whether they can accept a particular market practice -

(a) the level of transparency of the relevant market practice to the whole market,

(b) the need to safeguard the operation of market forces and the proper interplay of the forces of supply and demand,

(d) the degree to which the relevant practice takes into account the trading mechanism of the relevant market and enables market participants to react properly and in a timely manner to the new market situation created by that practice,

(e) the risk inherent in the relevant practice for the integrity of, directly or indirectly, related markets, whether regulated or not, in the relevant financial instrument within the whole Community,

(f) the outcome of any investigation of the relevant market practice by any competent authority or other authority mentioned in Article 12(1) of the 2003 Market Abuse Directive, in particular whether the relevant market practice breached rules or regulations designed to prevent market abuse, or codes of conduct, be it on the market in question or on directly or indirectly related markets within the Community, and

(g) the structural characteristics of the relevant market including whether it is regulated or not, the types of financial instruments traded and the type of market participants, including the extent of retail investors participation in the relevant market.

The Bank shall, when considering the need to safeguard the operation of market forces and the proper interplay of the forces of supply and demand referred to in subparagraph (b), in particular, analyse the impact of the relevant market practice against the main market parameters, such as the specific market conditions, before carrying out the relevant market practice, the weighted average price of a single session or the daily closing price.

1.2 The Bank shall not assume that practices, in particular new or emerging market practices, are unacceptable simply because they have not been previously accepted by the Bank.

1.3 The Bank shall regularly review the market practices it has accepted, in particular taking into account significant changes to the relevant market environment, such as changes to trading rules or to market infrastructure.

Consultation procedures and disclosure of decisions

2.1 For the purposes of applying the definitions of “inside information” and “market manipulation” in Regulation 2, the procedures set out in subparagraphs 2.2, 2.3 and 2.4 shall be observed by the Bank when considering whether to accept or continue to accept a particular market practice.

2.2 The Bank shall, before issuing a decision as to whether to accept or continue to accept the market practice concerned, consult as appropriate relevant bodies such as representatives of issuers, financial services providers, consumers, other authorities and market operators. The consultation procedure shall include consultation with other competent authorities, in particular where there exist comparable markets (that is, in structures, volume, type of transactions).

2.3 The Bank shall publicly disclose any decision regarding the acceptability of the market practice concerned, including an appropriate description of such practice. The disclosure shall include a description of the factors taken into account in determining whether the relevant practice is regarded as acceptable, in particular where different conclusions have been reached regarding the acceptability of the same practice on different Member States’ markets.

2.4. The Bank shall transmit its decision as soon as possible to the Committee of European Securities Regulators.

2.5. When investigatory actions on specific cases have already started, the consultation procedures set out in subparagraphs 2.2 and 2.3 may be delayed until the end of such investigation and possible related sanctions.

2.6. A market practice which was accepted following the consultation procedures set out in subparagraphs 2.2 and 2.3 shall not be changed without using the same consultation procedures.

SCHEDULE 2 **PROVISIONS APPLICABLE TO PARAGRAPH (a) OF THE DEFINITION OF “MARKET MANIPULATION”**

Regulation 2(4)

Manipulative behaviour related to false or misleading signals and to price securing

Without prejudice to the examples of market manipulation set out in Regulation 2 and for the purposes of applying paragraph (a) of the definition of “market manipulation” in that Regulation, the non-exhaustive signals set out below, which should not necessarily be deemed in themselves to constitute market manipulation shall be taken into account when transactions or orders to trade are examined by market participants and the Bank:

(a) the extent to which orders to trade given or transactions undertaken represent a significant proportion of the daily volume of transactions in the relevant financial instrument on the regulated market concerned, in particular when these activities lead to a significant change in the price of the financial instrument,

(b) the extent to which orders to trade given or transactions undertaken by persons with a significant buying or selling position in a financial instrument lead to significant changes in the price of the financial instrument or related derivative or underlying asset admitted to trading on a regulated market,

(c) whether transactions undertaken lead to no change in beneficial ownership of a financial instrument admitted to trading on a regulated market,

(d) the extent to which orders to trade given or transactions undertaken include position reversals in a short period and represent a significant proportion of the daily volume of transactions in the relevant financial instrument on the regulated market concerned, and might be associated with significant changes in the price of a financial instrument admitted to trading on a regulated market,

(e) the extent to which orders to trade given or transactions undertaken are concentrated within a short time span in the trading session and lead to a price change which is subsequently reversed,

(f) the extent to which orders to trade given change the representation of the best bid or offer prices in a financial instrument admitted to trading on a regulated market, or more generally the representation of the order book available to market participants, and are removed before they are executed, and

(g) the extent to which orders to trade are given or transactions are undertaken at or around a specific time when reference prices settlement prices and valuations are calculated and lead to price changes which have an effect on such prices and valuations.

SCHEDULE 3 PROVISIONS APPLICABLE TO PARAGRAPH (b) OF THE DEFINITION OF “MARKET MANIPULATION”

Regulation 2(5)

Manipulative behaviours related to the employment of fictitious devices or any other form of deception or contrivance

Without prejudice to the examples of market manipulation set out in Regulation 2 and for the purposes of applying paragraph (b) of the definition of “market manipulation” in that Regulation, the non-exhaustive signals set out below, which should not necessarily be deemed in themselves to constitute market manipulation, are taken into account when transactions or orders to trade are examined by market participants and the Bank:

(a) whether orders to trade given or transactions undertaken by persons are preceded or followed by dissemination of false or misleading information by the same persons or persons linked to them, and

(b) whether orders to trade are given or transactions are undertaken by persons before or after the same persons or persons linked to them produce or disseminate research or investment recommendations which are erroneous or biased or demonstrably influenced by material interest.

SCHEDULE 4 PROVISIONS APPLICABLE TO LISTS DRAWN UP UNDER REGULATION 11

Regulation 11(1)

Content and form of list of persons privy to inside information

For the purposes of Regulation 11, lists of insiders include all persons covered by that Regulation who have access to inside information relating, directly or indirectly, to the issuer, whether on a regular or occasional basis.

Lists of insiders shall state-

(a) the identity of any person having access to inside information,

(b) the reason why any such person is on the list, and

Lists of insiders shall be promptly updated -

(a) whenever there is a change in the reason why any person is already on the list,

(b) whenever any new person has to be added to the list, and

Lists of insiders shall be kept for at least 5 years after being drawn up or updated.

Persons required to draw up lists of insiders shall take the necessary measures to ensure that any person on such a list that has access to inside information acknowledges the legal and regulatory duties entailed and is aware of the sanctions attaching to the misuse or improper circulation of such information.

SCHEDULE 5 TEXT OF THE MARKET ABUSE REGULATION

Regulation 9(1)(a)

THE COMMISSION OF THE EUROPEAN COMMUNITIES,

Having regard to the Treaty establishing the European Community,

Having regard to Directive 2003/6/EC of the European Parliament and the Council of 28 January 2003 on insider dealing and market manipulation (market abuse)⁶ , and in particular Article 8 thereof,

After consulting the Committee of European Securities Regulators (CESR)⁷ for technical advice,

Whereas:

(1) Article 8 of Directive 2003/6/EC provides that the prohibitions provided therein shall not apply to trading in own shares in “buy back” programmes or to the stabilisation of a financial instrument, provided such trading is carried out in accordance with implementing measures adopted to that effect.

(2) Activities of trading in own shares in “buy-back” programmes and of stabilisation of a financial instrument which would not benefit from the exemption of the prohibitions of Directive 2003/6/EC as provided for by Article 8 thereof, should not in themselves be deemed to constitute market abuse.

(3) On the other hand, the exemptions created by this Regulation only cover behaviour directly related to the purpose of the buy-back and stabilisation activities. Behaviour which is not directly related to the purpose of the buy-back and stabilisation activities shall therefore be considered as any other action covered by Directive 2003/6/EC and may be the object of administrative measures or sanctions the competent authority establishes that the action in question constitutes market abuse.

(4) As regards trading in own shares in “buy-back” programmes, the rules provided for by this Regulation are without prejudice to the application of Council Directive 77/91/EEC on coordination of safeguards which, for the protection of the interests of members and others, are required by Members States of companies within the meaning of the second paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent⁸ .

(5) Allowable “buy back” activities in order to benefit from the exemption of the prohibitions of Directive 2003/6/EC include issuers needing the possibility to reduce their capital, to meet obligations arising from debt financial instruments exchangeable into equity instruments, and to meet obligations arising from allocations of shares to employees.

(6) Transparency is a prerequisite for prevention of market abuse. To this end Member States may officially appoint mechanisms to be used for public disclosure of information required to be publicly disclosed under this Regulation.

(7) Issuers having adopted “buy-back” programmes shall inform their competent authority and, wherever required, the public.

(8) Trading in own shares in “buy-back” programmes may be carried out through derivative financial instruments.

(9) In order to prevent market abuse, the daily volume of trading in own shares in “buy-back” programmes shall be limited. However, some flexibility is necessary in order to respond to given market conditions such as a low level of transactions.

(10) Particular attention has to be paid to the selling of own shares during the life of a “buy-back” programme, to the possible existence of closed periods within issuers during which transactions are prohibited and to the fact that an issuer may have legitimate reasons to delay public disclosure of inside information.

(11) Stabilisation transactions mainly have the effect of providing support for the price of an offering of relevant securities during a limited time period if they come under selling pressure, thus alleviating sales pressure generated by short term investors and maintaining an orderly market in the relevant securities. This is in the interest of those investors having subscribed or purchased those relevant securities in the context of a significant distribution, and of issuers. In this way, stabilisation can contribute to greater confidence of investors and issuers in the financial markets.

(12) Stabilisation activity may be carried out either on or off a regulated market and may be carried out by use of financial instruments other than those admitted or to be admitted to the regulated market which may influence the price of the instrument admitted or to be admitted to trading on a regulated market.

(13) Relevant securities shall include financial instruments that become fungible after an initial period because they are substantially the same, although they have different initial dividend or interest payment rights.

(14) In relation to stabilisation, block trades shall not be considered as a significant distribution of relevant securities as they are strictly private transactions.

(15) When Member States permit, in the context of an initial public offer, trading prior to the beginning of the official trading on a regulated market, the permission covers “when issued trading”.

(16) Market integrity requires the adequate public disclosure of stabilisation activity by issuers or by entities undertaking stabilisation, acting or not on behalf of these issuers. Methods used for adequate public disclosure of such information should be efficient and can take into account market practices accepted by competent authorities.

(17) There should be adequate coordination in place between all investment firms and credit institutions undertaking stabilisation. During stabilisation, one investment firm or credit institution shall act as a central point of inquiry for any regulatory intervention by the competent authority in each Member State concerned.

(18) In order to avoid confusion of market participants, stabilisation activity should be carried out by taking into account the market conditions and the offering price of the relevant security and transactions to liquidate positions established as a result of stabilisation activity should be undertaken to minimise market impact having due regard to prevailing market conditions.

(19) Overallotment facilities and “greenshoe options” are closely related to stabilisation, by providing resources and hedging for stabilisation activity.

(20) Particular attention should be paid to the exercise of an overallotment facility by an investment firm or a credit institution for the purpose of stabilisation when it results in a position uncovered by the “greenshoe option”.

(21) The measures provided for in this Regulation are in accordance with the opinion of the European Securities Committee,

HAS ADOPTED THIS REGULATION:

CHAPTER I

DEFINITIONS

Article 1

Subject matter

This Regulation lays down the conditions to be met by buy-back programmes and the stabilisation of financial instruments in order to benefit from the exemption provided for in Article 8 of Directive 2003/6/EC.

Article 2

Definitions

For the purposes of this Regulation, the following definitions shall apply in addition to those laid down in Directive 2003/6/EC:

“investment firm” means any legal person as defined in point (2) of Article 1 of Council Directive 93/22/EEC⁹ ;

“credit institution” means a legal person as defined in Article 1(1) of Directive 2000/12/EC of the European Parliament and the Council¹⁰ ;

“buy-back programmes” means trading in own shares in accordance with Articles 19 to 24 of Council Directive 77/91/EEC;

“time-scheduled ‘buy-back’ programme” means a “buy-back” programme where the dates and quantities of securities to be traded during the time period of the programme are set out at the time of the public disclosure of the “buy-back” programme;

“adequate public disclosure” means disclosure made in accordance with the procedure laid down in Articles 102(1) and 103 of Directive 2001/34/EC of the European Parliament and of the Council⁶ ;

“relevant securities” means transferable securities as defined in Directive 93/22/EEC which are admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made, and which are the subject of a significant distribution;

“stabilisation” means any purchase or offer to purchase relevant securities, or any transaction in associated instruments equivalent thereto, by investment firms or credit institutions, which is undertaken in the context of a significant distribution of such relevant securities exclusively for supporting the market price of these relevant securities for a predetermined period of time, due to a selling pressure in such securities;

“associated instruments” means the following financial instruments (including those which are not admitted to trading on a regulated market, or for which a request for admission to trading on such a market has not been made, provided that the relevant competent authorities have agreed to standards of transparency for transactions in such financial instruments):

(a) contracts or rights to subscribe for, acquire or dispose of relevant securities;

(b) financial derivatives on relevant securities;

(c) where the relevant securities are convertible or exchangeable debt instruments, the securities into which such convertible or exchangeable debt instruments may be converted or exchanged;

(d) instruments which are issued or guaranteed by the issuer or guarantor of the relevant securities and whose market price is likely to materially influence the price of the relevant securities, or vice versa;

(e) where the relevant securities are securities equivalent to shares, the shares represented by those securities (and any other securities equivalent to those shares).

“significant distribution” means an initial or secondary offer of relevant securities publicly announced and distinct from ordinary trading both in terms of the amount in value of the securities offered and the selling methods employed;

10.

“offer or” means the prior holders of, or the entity issuing, the relevant securities;

11.

“allotment” means the process or processes by which the number of relevant securities to be received by investors who have previously subscribed or applied for them is determined;

12.

“ancillary stabilisation” means the exercise of an overallotment facility or of a greenshoe option by investment firms or credit institutions, in the context of a significant distribution of relevant securities, exclusively for facilitating stabilisation activity;

13.

“overallotment facility” means a clause in the underwriting agreement or lead management agreement which permits acceptance of subscriptions or offers to purchase a greater number of relevant securities than originally offered;

14.

“greenshoe option” means an option granted by the offeror in favour of the investment firm(s) or credit institution(s) involved in the offer for the purpose of covering overallotments, under the terms of which such firm(s) or institution(s) may purchase up to a certain amount of relevant securities at the offer price for a certain period of time after the offer of the relevant securities.

CHAPTER II

“BUY-BACK” PROGRAMMES

Article 3

Objectives of buy-back programmes

In order to benefit from the exemption provided for in Article 8 of Directive 2003/6/EC, a buy-back programme must comply with Articles 4, 5 and 6 of this Regulation and the sole purpose of that buy-back programme must be to reduce the capital of an issuer (in value or in number of shares) or to meet obligations arising from any of the following:

(a) debt financial instruments exchangeable into equity instruments;

(b) employee share option programmes or other allocations of shares to employees of the issuer or of an associate company.

Article 4

Conditions for “buy-back” programmes and disclosure

The “buy-back” programme must comply with the conditions laid down by Article 19(1) of Directive 77/91/EEC.

Prior to the start of trading, full details of the programme approved in accordance with Article 19(1) of Directive 77/91/EEC must be adequately disclosed to the public in Member States in which an issuer has requested admission of its shares to trading on a regulated market.

Those details must include the objective of the programme as referred to in Article 3 the maximum consideration, the maximum number of shares to be acquired and the duration of the period for which authorisation for the programme has been given. Subsequent changes to the programme must be subject to adequate public disclosure in Member States.

The issuer must have in place the mechanisms ensuring that it fulfils trade reporting obligations to the competent authority of the regulated market on which the shares have been admitted to trading. These mechanisms must record each transaction related to “buy-back” programmes, including the information specified in Article 20(1) of Directive 93/22/EEC.

The issuer must publicly disclose details of all transactions as referred to in paragraph 3 no later than the end of the seventh daily market session following the date of execution of such transactions.

Article 5

Conditions for trading

In so far as prices are concerned, the issuer must not, when executing trades under a “buy-back” programme, purchase shares at a price higher than the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.

If the trading venue is not a regulated market, the price of the last independent trade or the highest current independent bid taken in reference shall be the one of the regulated market of the Member State in which the purchase is carried out.

Where the issuer carries out the purchase of own shares through derivative financial instruments, the exercise price of those derivative financial instruments shall not be above the higher of the price of the last independent trade and the highest current independent bid.

In so far as volume is concerned, the issuer must not purchase more than 25 % of the average daily volume of the shares in any one day on the regulated market on which the purchase is carried out.

The average daily volume figure must be based on the average daily volume traded in the month preceding the month of public disclosure of that programme and fixed on that basis for the authorised period of the programme.

Where the programme makes no reference to that volume, the average daily volume figure must be based on the average daily volume traded in the 20 trading days preceding the date of purchase.

For the purposes of paragraph 2, in cases of extreme low liquidity on the relevant market, the issuer may exceed the 25 % limit, provided that the following conditions are met:

(a) the issuer informs the competent authority of the relevant market, in advance, of its intention to deviate from the 25 % limit;

(b) the issuer discloses adequately to the public the fact that it may deviate from the 25 % limit;

Article 6

Restrictions

In order to benefit from the exemption provided by Article 8 of Directive 2003/6/EC the issuer shall not, during its participation in a buy-back programme, engage in the following trading:

(a) selling of own shares during the life of the programme;

(b) trading during a period which, under the law of the Member State in which trading takes place, is a closed period;

(c) trading where the issuer has decided to delay the public disclosure of inside information in accordance with Article 6(2) of Directive 2003/6/EC.

Paragraph 1(a) shall not apply if the issuer is an investment firm or credit institution and has established effective information barriers (Chinese Walls) subject to supervision by the competent authority, between those responsible for the handling of inside information related directly or indirectly to the issuer and those responsible for any decision relating to the trading of own shares (including the trading of own shares on behalf of clients), when trading in own shares on the basis of such any decision. Paragraphs 1(b) and (c) shall not apply if the issuer is an investment firm or credit institution and has established effective information barriers (Chinese Walls) subject to supervision by the competent authority, between those responsible for the handling of inside information related directly or indirectly to the issuer (including trading decisions under the “buy-back” programme) and those responsible for the trading of own shares on behalf of clients, when trading in own shares on behalf of those clients.

Paragraph 1 shall not apply if:

(a) the issuer has in place a time-scheduled “buy-back” programme; or

(b) the “buy-back” programme is lead-managed by an investment firm or a credit institution which makes its trading decisions in relation to the issuer's shares independently of, and without influence by, the issuer with regard to the timing of the purchases.

CHAPTER III

STABILISATION OF A FINANCIAL INSTRUMENT

Article 7

Conditions for stabilisation

In order to benefit from the exemption provided for in Article 8 of Directive 2003/6/EC stabilisation of a financial instrument must be carried out in accordance with Articles 8, 9 and 10 of this Regulation.

Article 8

Time-related conditions for stabilisation

Stabilisation shall be carried out only for a limited time period.

In respect of shares and other securities equivalent to shares, the time period referred to in paragraph 1 shall, in the case of an initial offer publicly announced, start on the date of commencement of trading of the relevant securities on the regulated market and end no later than 30 calendar days thereafter.

Where the initial offer publicly announced takes place in a Member State that permits trading prior to the commencement of trading on a regulated market, the time period referred to in paragraph 1 shall start on the date of adequate public disclosure of the final price of the relevant securities and end no later than 30 calendar days thereafter provided that any such trading is carried out in compliance with the rules, if any, of the regulated market on which the relevant securities are to be admitted to trading including any rules concerning public disclosure and trade reporting.

In respect of shares and other securities equivalent to shares, the time period referred to in paragraph 1 shall, in the case of a secondary offer, start on the date of adequate public disclosure of the final price of the relevant securities and end no later than 30 calendar days after the date of allotment.

In respect of bonds and other forms of securitised debt (which are not convertible or exchangeable into shares or into other securities equivalent to shares), the time period referred to in paragraph 1 shall start on the date of adequate public disclosure of the terms of the offer of the relevant securities (i.e. including the spread to the benchmark, if any, once it has been fixed) and end, whatever is earlier, either no later than 30 calendar days after the date on which the issuer of the instruments received the proceeds of the issue, or no later than 60 calendar days after the date of allotment of the relevant securities.

In respect of securitised debt convertible or exchangeable into shares or into other securities equivalent to shares; the time period referred to in paragraph 1 shall start on the date of adequate public disclosure of the final terms of the offer of the relevant securities and end, whatever is earlier, either no later than 30 calendar days after the date on which the issuer of the instruments received the proceeds of the issue, or no later than 60 calendar days after the date of allotment of the relevant securities.

Article 9

Disclosure and reporting conditions for stabilisation

The following information shall be adequately publicly disclosed by issuers, offerors or entities undertaking the stabilisation acting, or not, on behalf of such persons before the opening of the offer period of the relevant securities:

(a) the fact that stabilisation may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at any time;

(b) the fact that stabilisation transactions are aimed to support the market price of the relevant securities;

(d) the identity of the stabilisation manager, unless this is not known at the time of publication in which case it must be publicly disclosed before any stabilisation activity begins;

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S.I. No. 342/2005 - Market Abuse (Directive 2003/6/EC) Regulations 2005

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PART 4 Powers of the Bank

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PART 5 Enforcement Provisions

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PART 6 offences and reports

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SCHEDULE 1 PROVISIONS APPLICABLE TO THE DEFINITION OF “ACCEPTED MARKET PRACTICES”

SCHEDULE 2 PROVISIONS APPLICABLE TO PARAGRAPH (a) OF THE DEFINITION OF “MARKET MANIPULATION”

SCHEDULE 3 PROVISIONS APPLICABLE TO PARAGRAPH (b) OF THE DEFINITION OF “MARKET MANIPULATION”

SCHEDULE 4 PROVISIONS APPLICABLE TO LISTS DRAWN UP UNDER REGULATION 11

SCHEDULE 5 TEXT OF THE MARKET ABUSE REGULATION

SCHEDULE 2 **PROVISIONS APPLICABLE TO PARAGRAPH (a) OF THE DEFINITION OF “MARKET MANIPULATION”**