The Central Bank (Investment Market Conduct) Rules 2019
The Central Bank (Investment Market Conduct) Rules 2019 (S.I. No. 366 of 2019) (the IMC Rules), which came into operation on 22 July 2019, set out rules on transparency, market abuse and prospectuses and replace the three existing rulebooks published by the Central Bank of Ireland (the CBI). The IMC Rules retain the majority of the rules in the three existing rulebooks but also introduce a number of new obligations.
On 22 July 2019, the CBI also:
- published updated guidance on the Prospectus Regulatory Framework, the Transparency Regulatory Framework and the Market Abuse Regulatory Framework; and
- updated its Q&As on the Transparency Regulatory Framework.
The headings below set out the main legislation in each of the three relevant areas, and summarises certain requirements of the IMC Rules.
Topic: EU Rules
Transparency: Directive 2004/109/EC, as amended (the TD)
Market Abuse: Regulation EU 596/2014 (MAR) and Directive 2014/57/EU or ('CSMAD' or MAD II)
Prospectuses: Regulation 2017/1129 (Prospectus Regulation, PR or PD3)
Topic: Irish Regulations
Transparency: Transparency (Directive 2004/109/EC) Regulations 2007, as amended (the Irish TD Regulations)
Market Abuse: European Union (Market Abuse) Regulations 2016 (the Irish Market Abuse Regulations)
Prospectuses: European Union (Prospectus) Regulations 2019 (the Irish Prospectus Regulations)
Topic: Main Focus
Transparency: Enhance the information made available about issuers whose securities are admitted to trading on a regulated market
Market Abuse: Prevention of market abuse in respect of financial instruments admitted to trading on a regulated market or an MTF or trading on an OTF, or derivatives thereof
Prospectuses: The rules on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market
Topic: Previous CBI Rules
Transparency: Transparency Rules issued by the CBI on 4 November 2016 under section 1383 of the Companies Act, 2014 (the 2014 Companies Act)
Market Abuse: Market Abuse Rules - July 2016 - known as the Market Abuse Rules issued by the CBI under Section 1370 of the 2014 Companies Act
Prospectuses: The rules issued by the CBI in November 2014 under section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 entitled "Prospectus Rules"
Topic: Obligations
Transparency:
- issuer to take reasonable care to ensure that any regulated information it discloses to an RIS is not misleading, false or deceptive;
- Issuer to notify an RIS of the results of any new issues of equity securities or preference shares as soon as possible (such notification can be delayed by up to 2 working days where they are subject to an underwriting agreement);
- issuer to file regulated information with the CBI in the form and manner specified by the CBI; and
- issuer to obtain a Legal Entity Identifier (LEI) within 6 months of the date of the IMC Rules coming into operation (if the issuer’s home member state is Ireland).
Market Abuse
- Issuer to obtain an LEI within 6 months of the IMC Rules coming into operation where:
- the issuer has requested or approved admission of its financial instruments trading on a regulated market; and
- the issuer’s financial instruments are only traded on an MTF or an OTF and the issuer has:
- approved trading of financial instruments on an MTF or OTF; or
- requested admission to trading of its financial instruments on an MTF.
- Issuer to assess whether a disclosure obligation arises in circumstances where there is media speculation or rumour regarding the issuer.
Prospectuses:
- The following documents should be made available in searchable pdf format:
- the final terms of the base prospectus or supplement;
- the final offer price and amount of securities notification;
- the documents referred to be incorporated in a prospectus by reference;
- the prospectus in final form for approval by the CBI under the Prospectus Regulation.
- Introduction of new simplified prospectus and EU Growth prospectus review criteria;
- Issuer or offer or to notify the CBI by 5:30pm on the day of approval of the prospectus of the method of publication of the prospectus and provide the CBI with a hyperlink to a dedicated website on which the prospectus will be published;
- Where an issuer relies on a universal registration document as having fulfilled its obligation to publish an annual financial report or half-yearly financial report under transparency (regulated markets) law, the issuer shall:
- disseminate the universal registration document in accordance with transparency (regulated markets) law and Part 2 of the IMC Rules;
- ii. file the universal registration document with the CBI; and
- at the time of the filing notify the CBI of the website on which the universal registration document has been published and provide the CBI with a hyperlink to that website.
