LegalizeS.I. No. 342/2005 - Market Abuse (Directive 2003/6/EC) Regulations 2005
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
- (e) the existence and maximum size of any overallotment facility or greenshoe option, the exercise period of the greenshoe option and any conditions for the use of the overallotment facility or exercise of the greenshoe option.
The application of the provisions of this paragraph shall be suspended for offers under the scope of application of the measures implementing Directive 2004/…/EC (prospectus Directive), from the date of application of these measures.
Without prejudice to Article 12(1)(c) of Directive 2003/6/EC, the details of all stabilisation transactions must be notified by issuers, offerors, or entities undertaking the stabilisation acting, or not, on behalf of such persons, to the competent authority of the relevant market no later than the end of the seventh daily market session following the date of execution of such transactions.
Within one week of the end of the stabilisation period, the following information must be adequately disclosed to the public by issuers, offerors, or entities undertaking the stabilisation acting, or not, on behalf of such persons:
- (a) whether or not stabilisation was undertaken;
- (b) the date at which stabilisation started;
- (c) the date at which stabilisation last occurred;
- (d) the price range within which stabilisation was carried out, for each of the dates during which stabilisation transactions were carried out.
Issuers, offerors, or entities undertaking the stabilisation, acting or not, on behalf of such persons, must record each stabilisation order or transaction with, as a minimum the information specified in Article 20(1) of Directive 93/22/EEC extended to financial instruments other than those admitted or going to be admitted to the regulated market.
Where several investment firms or credit institutions undertake the stabilisation acting, or not, on behalf of the issuer or offeror, one of those persons shall act as central point of inquiry for any request from the competent authority of the regulated market on which the relevant securities have been admitted to trading.
Article 10
Specific price conditions
In the case of an offer of shares or other securities equivalent to shares, stabilisation of the relevant securities shall not in any circumstances be executed above the offering price.
In the case of an offer of securitised debt convertible or exchangeable into instruments as referred to in paragraph 1, stabilisation of those instruments shall not in any circumstances be executed above the market price of those instruments at the time of the public disclosure of the final terms of the new offer.
Article 11
Conditions for ancillary stabilisation
In order to benefit from the exemption provided for in Article 8 of Directive 2003/6/EC ancillary stabilisation must be undertaken in accordance with Article 9 of this Regulation and with the following:
- (a) relevant securities may be overallotted only during the subscription period and at the offer price;
- (b) a position resulting from the exercise of an overallotment facility by an investment firm or credit institution which is not covered by the greenshoe option may not exceed 5 % of the original offer;
- (c) the greenshoe option may be exercised by the beneficiaries of such an option only where relevant securities have been overallotted:
- (d) the greenshoe option may not amount to more than 15 % of the original offer;
- (e) the exercise period of the greenshoe option must be the same as the stabilisation period required under Article 8;
- (f) the exercise of the greenshoe option must be disclosed to the public promptly, together with all appropriate details, including in particular the date of exercise and the number and nature of relevant securities involved.
CHAPTER IV
FINAL PROVISION
Article 12
Entry into force
This Regulation shall enter into force in Member States on the day of its publication in the Official Journal of the European Union.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
Done at Brussels, 22 December 2003.
For the Commission
Frederik Bolkestein
Member of the Commission
| GIVEN under my Official Seal, 5^th day of July 2005 | ||
| Micheál Martin Minister for Enterprise, Trade and Employment. |
EXPLANATORY NOTE
(This note is not part of the instrument and does not purport to be a legal interpretation).
These Regulations along with Part 4 of The Investment Funds, Companies and Miscellaneous Provisions Act 2005 give effect to Directive 2003/6/EC and the implementing Directives 2003/124/EC, 2003/125/EC and 2004/72/EC on insider dealing and market manipulation (market abuse).
Footnotes
OJ L096, 12.04.2003, p.16
OJ L126, 26.05.2000, p.1
OJ L141, 11.06.1993, p.27
OJ L345, 31.12.2003, p.64
OJ L281, 23.11.1995, p.31
OJ L 96, 12.4.2003, p. 16
CESR was established by Commission Directive 2001/521/EC (OJ L191, 13.7.2001, p. 43)
OJ L 26, 31.1.1977, p. 1
OJ L 141, 11.6.1993, p. 27
OJ L 126, 26.5.2005, p. 1
OJ L 184, 6.7.2001, p. 1
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