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CF > 5.1 Disclosure: Continuing Disclosure Os, II > Flashcards

5.1 Disclosure: Continuing Disclosure Os, II Flashcards

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1
Q

Two conditions before being able to rely on protecting legit interests exemption

A

Delay will not mislead public and issuer can ensure confidentiality

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2
Q

Under what part of 91 FSMA can FCA censure I/D for breaching LRs

A

91(3)

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3
Q

Up or down (price, CASE?)

A

Lafonta

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4
Q

What kind of info has to be disclosed via RIS - defined term

A

Regulated Info

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5
Q

89/90 FSA apply when

A

False/misleading statement/impression

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6
Q

Under what part of FSMA does issuer specifically have powers to deal w/ breach of LRs and DTRs

A

91 FSMA

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7
Q

Where are FCA’s sanction powers for breach of MAR

A

123 FSMA

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8
Q

Where is inside info defined

A

7(1)(a) MAR

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9
Q

Two cases on definition of ‘precise’ II

A

Lafonta and Ian Hannah

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10
Q

Where are the basic content requirements for an insider list

A

18(3)

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11
Q

Where are three exceptions to O to disclose II immediately

A

17(4) and (5) MAR + DTR 2.2.9

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12
Q

2/3 Fraud Act apply when

A

Dishonestly failing to disclose info w/ intention to either cause loss or make gain

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13
Q

To what company must disclosed Regulated Info be forwarded to

A

Morningstar plc

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14
Q

Provisions on cancelling/suspending listing (two different statutes/guidance)

A

LR 5.1 & 5.2 and 89L

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15
Q

What is ‘precise’ II

A

Circumstance or event where info is sufficiently specific to draw conclusion on price of shares

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16
Q

Example of legit interest in Recital 50 MAR

A

Ongoing negotiations

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17
Q

When finally disclosed after delaying w/ exception under 17(4) or (5), what must issuer do

A

Notify FCA and explain how conditions met

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18
Q

When does selective disclosure to 3rd NOT have to be simultaneously disclosed to public

A

If 3rd owes duty of confidentiality

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19
Q

Three examples of selective disclosures

A

Market sounding, to advisers and to lenders

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20
Q

Provision requiring disclosure of II if sufficiently accurate rumour

A

17(7)

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21
Q

What case said ‘reasonable expectation’ of event/circumstance for definition of ‘precise II’ just requires realistic prospect of either happening

A

Ian Hannam

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22
Q

Provision requiring issuer to take all reasonable steps to ensure those on insider list acknowledge in writing duties and possible sanctions

A

18(2) MAR

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23
Q

When must issuer also do when resolutions for special business passed

A

Send 2 copies to FCA ASAP (9.6.2R)

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24
Q

Under what provisions can penalty be imposed by FCA on issuer and/or person who breaches DTRs

A

91(1B), (2), (2A) and (2B)

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25
What provision requires issuer to draw up list of all those w/ access to II
Article 18(1) MAR
26
How can FCA enforce breach of LRs
91 FSMA, or cancel/suspend listing
27
What sanctions is FCA most likely to impose for breach of MAR
Penalty and/or public censure and/or require C to make corrective statement
28
Three exceptions to O to disclose II immediately
Unexpected + significant events, protect legit interests and risk to financial stability of issuer/inancial system
29
Where are factors that issuers may consider to work out of II will have 'significant effect' on price of shares
DTR 2.2.5G
30
What factors may issuers consider to see if info will have 'significant effect' on price of shares
Issuer's size and fact that investor wants to maximise economic self-interest
31
What provision shows that 'published info' for 90A refers to RIS announcements
Schedule 10A para 2
32
What provision gives info to be contained in a holding announcement
2.2.9(2)G
33
How long do RIS disclosures on a website have to be kept up if relating to inside info
5 years
34
Who must continuously monitor if announcement on inside info required
D
35
How to test if II will have 'significant effect' on price of shares
Reasonable investor test - would it be considered as part of investment decision?
36
How long do RIS disclosures on a website have to be kept up if relating to financial reports
10 years
37
What must leak announcement state
Extent to which leak is accurate
38
Provision on how long to keep financial reports on website
DTR 4.1.4R
39
What should issuer do if delaying disclosure of II through exception, in terms of paperwork
Keep detailed records of decision-making process
40
What provision requires FCA to consider circumstances before imposing sanction under 123 FSMA
Article 31 MAR
41
Who determines if issuer has a legit interest in delaying disclosure of II
Issuer - 2.5.5G
42
What powers does FCA have under 122A - I FSMA
Enforcement and investigatory powers
43
Under what provision can FCA apply to court for order suspending voting rights of person who contravened DTR 5.1.2R (major shareholdings)
89NA FSMA
44
Is info II if it is unpublished? Provision
Not necessarily (2.2.10G)
45
Particular LP for disclosure Os
LP1 - take reasonable steps to have adequate procedures to comply w/ Os
46
Example of powers FCA has under 91 FSMA
Censure or penalty
47
What two provisions become relevant if have published info which is misleading or omits key info
90A FSMA + 89/90 FSA
48
Ian Hannam key
Realistic
49
Where is a non-exhaustive list of legit interests set out
Recital 50 MAR
50
If disclosure of II is being withheld, what must issuers do + provision
Prepare holding announcement in case leaked (2.6.3G)
51
What provision states that knowledge a rumour is false does not = II
DTR 2.7.3G
52
How is inside info defined in 7(1)(a) MAR
Precise info which is not public, relating (in)directly to issuer and if made public, would likely have significant effect on share price
53
What part of Schedule 10A defines 'dishonestly' for the purpose of para 5(2)
Para 6
54
Under what part of 91 FSMA can FCA charge I/D w/ unlimited fine for breaching LRs
91(1)
55
What case said no requirement that conclusion is as to price going up or down for info to be 'precise'
Lafonta
56
When does FCA use powers under 122A - I and 123 FSMA
For breach of MAR
57
Where must issuers publish disclosures of inside info + financial reports
On public website
58
What defines 'precise' for 7(1)(a) MAR
7(2) and (3)
59
What principles do all listed Cs have to comply with
Listing Principles
60
When is there no liability under 90A (bc double liability)
If liable under 90 for prospectus (para 4)
61
Where is the exception to disclosing II immediately for unexpected + significant events
2.2.9(2)G
62
Who is best placed to decide if info is II and provision
Issuer - DTR 2.2.7G
63
Example of sanctions under 123 FSMA
Penalties or public censure
64
What guidance shows delays to disclosure of II are the exception
ESMA Guidance para 52
65
Particular PLP for disclosure Os
PLP 6 - communicate info to (potential) Ms to avoid creating/continuing false market
66
Realistic (precise, CASE)
Ian Hannam
67
What defines 'significant effect' for definition of II
7(4)
68
What should be prepared in the case of selective disclosure
Holding announcement in case leaked
69
When will a rumour about info lead to disclosure of II
If explicitly relates to II and sufficiently accurate to mean confidentiality not assured
70
Lafonta key
Up or down
71
What provision do you have to comply w/ when disclosing Regulated Info, re: content
DTR 6.3
72
Where is the general O to disclose inside info
Article 17(1) MAR
73
What must investor prove for claim under 90A FSMA
Loss and either misleading, omission, or issuer acted dishonesty in delaying publication
74
What must issuer do in regard to the duties of those on the insider list
Take all reasonable steps to ensure those on list acknowledge in writing duties and possible sanctions
75
Power to suspend/prohibit trading of I for breach of DTR
89L FSMA
76
Two provisions which permit selective disclosure if 3rd under confidentiality agreement
17(8) MAR + DTR 2.5.7G
77
What provision shows FCA can enforce MAR
Article 23
78
Conditions that must be satisfied before issuer can rely on risk to financial stability exception for delaying disclosure of II
In public interest, can ensure confidentiality and FCA has consented
79
What is selective disclosure
Disclosing to 3rd in course of employment
80
What provision requires Ds to continuously monitor if II announcement required
DTR 2.2.8G
81
What principles do premium listed Cs have to comply with
Premium Listing Principles
82
Two other offences which C may be liable for if breaches Article 17 MAR
2/3 Fraud Act and 89/90 FSA
83
What must issuer also do when circulars/notice/reports to which LRs apply are issued
Send 2 copies to FCA as well (9.6.1R)
84
Provision on how long to keep disclosures of inside info on website for
17(1) MAR
85
Power of censure of I for not complying w/ DTR
89K FSMA
86
How long must an insider list be kept
At least 5 years (18(5))
87
What does ESMA advise about staff + inside info
Appoint a person to decide if II has arisen and if can delay
88
What happens if there is a false rumour about II?
No need to disclose - knowledge rumour is false does not = II
89
When must inside info be disclosed under Article 17(1) MAR
Immediately, unless exception applies
90
How is Regulated Info disclose
via RIS
91
Which part of Schedule 10A FSMA is most likely to be relevant if breaching **Article 17 MAR** (*disclose II*)
Para 5(2) - *dishonestly delaying*
92
Three general categories of liability for breaching **Article 17 MAR**
Specifically for breaching **MAR** (**122** - **123 FSMA**), for breaching LRs (**91 FSMA** + **LR 5.1** & **5.2**), and for delaying publication (**90A FSMA** --\> **para 5(2) Schedule 10A**)
93
What additional liability may breach of **Article 17 MAR** lead to, beyond breach of **MAR**, **LRs** or delaying pub (e.g. **90A FSMA**)
Could lead to liability under **89**/**90 FSA** and/or **2**/**3 Fraud Act**

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