The Investment Market Conduct Rules (“IMC Rules”). Arrangers and issuers of securities will have noticed with interest certain recent developments. On 15 July 2019, the Central Bank of Ireland (“CBI”) published a statement noting that it planned to proceed with its proposed IMC Rules and to consolidate in them its transparency, market abuse and prospectus requirements.
The CBI also published a feedback statement on Consultation Paper 121 (re Market Abuse and Transparency Rules) and a notification that no feedback had been received on Consultation Paper 127 (re Prospectus Rules).
The IMC Rules came into operation on 21 July 2019, at the same time as the Prospectus Regulation (EU) 2017/1129 came into effect. The existing Transparency, Market Abuse and Prospectus Rules have been repealed and replaced by the IMC Rules.
On 22 July 2019 the Central Bank published updated Guidance on the Prospectus Regulatory Framework, updated Guidance on the Transparency Regulatory Framework, updated Guidance on Market Abuse Regulatory Framework and updated Transparency Regulatory Framework Q&A. Further updates will be issued in due course through the CBI’s Markets Update.
Notification of the Officially Appointed Mechanism (“OAM”)
The IMC Rules require that issuers notify both the OAM (Euronext Dublin) and the CBI when filing regulated information in line with Level 2 measures under the Transparency Directive. The CBI notes that the OAM is already obliged to classify regulated information according to these requirements and therefore it is logical to require issuers to notify the OAM of the classification of regulated information.
Requirement to obtain a Legal Entity Identifier (“LEI”)
The IMC Rules require that issuers obtain an LEI in certain circumstances. The CBI acknowledges that this will take time for certain issuers who have not previously been required to obtain an LEI. The IMC Rules will therefore provide a six-month period ending 20 January 2020 for existing issuers to obtain an LEI. Should you require any assistance in applying for an LEI, our Listings team would be happy to assist.
The IMC Rules do not address the matter of whether an LEI must be obtained at umbrella or sub-fund level. The CBI has indicated that this issue will be considered in the context of the investment fund rulebooks (AIF Rulebook and UCITS Regulations).
Publication of Information
The IMC Rules remove the requirement to distribute information for transparency purposes to two national newspapers. Instead, issuers will be required to disseminate and make public the information through a regulatory information service (“RIS”) provided or approved by the regulated market on which the securities are or will be admitted to trading, or if unavailable, two news wire services or other media (once the RIS re-opens, the information should also be published there).
This article was authored by partner and co-head of FCMD Chrisitan Donagh.