Specification of the content

317. In relation to the content, many concerns were raised by respondents to the CP on the amount of information, in particular of personal data such as the address and telephone number of the PDMR, included in the draft template for notification, and on the necessity, legality and proportionality of such a requirement. It was suggested that the draft template for disclosure to the public, which does not include such data, would be sufficient.

318. Article 19(6) of MAR already indicates the information that the notification should contain. The list of items in this article should be considered complete and not extendable with extra items, as the wording of this paragraph does not include any expression such as “shall include at least”, which is used, for instance, in Article 18(3) of MAR defining the minimum content of the insider list. In particular, Article 19(6) states that:

“A notification of transactions referred to in paragraph 1 shall contain the following information:

a) the name of the person;

b) the reason for the notification;

c) the name of the relevant issuer or emission allowance market participant;

d) a description and the identifier of the financial instrument;

e) the nature of the transaction(s) (e.g. acquisition or disposal), indicating whether it is linked to the exercise of share option programmes or to the specific examples set out in paragraph 7;

f) the date and place of the transaction(s); and

g) the price and volume of the transaction(s). In the case of a pledge whose terms provide for its value to change, this should be disclosed together with its value at the date of the pledge.”

ESMA REGULAR USE

319. In light of the wording of Article 19(6) of MAR, the content of the notification has been simplified to reflect solely the items included in the list above, thus alleviating the personal data concerns raised, while still specifying the data standards to be used. The template for notification is now divided as follows:

I. Details of the person discharging managerial responsibilities / person closely associated – including the name: for natural persons: the first name and the last name(s); for legal persons: full name including legal form as provided for in the register where it is incorporated, if applicable.

II. Reason for the notification – including

a. Position/status: For persons discharging managerial responsibilities:

the position occupied within the issuer, emission allowances market participant / auction platform / auctioneer / auction monitor should be indicated e.g. CEO, CFO; and for persons closely associated an indication that the notification concerns a person closely associated with a person discharging managerial responsibilities and the name and position of the relevant person discharging managerial responsibilities should be included.

b. Initial notification/Amendment – including an indication that the notification is an initial notification or an amendment to prior notifications (in case of amendment, the explanation of the error that this notification is amending should be included).

III. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor – including

a. Name - Full name of the entity; and

b. LEI - Legal Entity Identifier code in accordance with ISO 1744 LEI code.

IV. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. This section includes

a. Description of the financial instrument (type of instrument), and identification code as defined under MiFIR implementing text relating to transaction reporting (i.e. delegated acts adopted under Article 26 of Regulation (EU) No 600/2014);

b. Nature of the transaction – using where applicable the type of transaction identified in the Commission Delegated Regulation adopted under Article 19(14) of MAR, specifying the types of transactions that would trigger the requirement of notification (and it should also be indicated whether the transaction is linked to the exercise of a share option programme);

c. Price(s) and volume(s) - the standards set up for transaction reporting under MiFIR should be used. Where more than one transaction of the same nature on the same financial instrument or emission allowance are executed on the same day and on the same place of transaction, prices and volumes of these transactions shall be reported in this field, in the two columns form included in the template, inserting as many lines as needed;

d. Aggregated information – as explained in the previous section of this Report;

ESMA REGULAR USE

e. Date of the transaction - the standard data format to use is the one defined under MiFIR implementing text relating to transaction reporting;

f. Place of the transaction - it should indicate the trading venue identification code as defined under MiFIR implementing texts or mention “outside a trading venue” if the transaction was not executed on a trading venue.

320. To ensure consistency among the requirements on data standards stemming from different regulatory framework (namely the MAR and the MiFID II/R frameworks), ESMA finds preferable to cross-refer in the MAR ITS, to the relevant texts where these standards are defined in the MiFIR context rather than specifying the details in the draft ITS. In particular, items 4(a), (c), (d) and (f) of the template for notification cross refer to MiFIR implementing text relating to transaction reporting. The application date of the MAR technical standards is earlier that the application date of the MiFIR implementing texts defining the data standards to be used in these fields of the notification template.

ESMA is aware of this time gap and has therefore used a dynamic cross-reference.

ESMA REGULAR USE