Listed investment fund issuers currently use the standard PDMR form (also referred to as a Schedule 11) to notify the market about transactions in a listed investment fund issuer by the Directors and/or persons closely associated with them ("Person Discharging Managerial Responsibility" or "PDMR") and their connected persons.
The PDMR form has been revised to differentiate the information required under the Market Abuse Rules from that required under the Companies Act 1990 and it now comprises two distinct forms. These new forms should be used by listed funds with immediate effect.
- Form 1 – the notification form to be used by an issuer making a notification under rules 7.2 and 7.3 of the Central Bank's Market Abuse Rules; this form should be used for all PDMR notifications and sent to both the ISE and Central Bank at the following addresses
- Form 2 – in addition, the supplementary notification form to be used by Irish companies under the Companies Act 1990. Form 2 is only required to be filed with the ISE at the following address:
A template revised form to be used by issuers is attached to this information note and is available on the Investment Funds section of ISE website (www.ise.ie).
Reason for the Changes
Pursuant to the Market Abuse (Directive 2003/6/EC) Regulations 2005 (the Regulations), since 1 July 2005 the Central Bank of Ireland (the Central Bank) delegated market monitoring and investigation tasks to the Irish Stock Exchange Limited (the ISE). This delegation ended on 31 January 2012. The Central Bank will now carry out all monitoring and investigation functions formerly carried out by the ISE, in addition to its own monitoring and investigation functions under the Regulations.
Reminder of the Strict Reporting Timelines
Please refer to our Market Abuse Reporting Update issued on September, 2010 and available on the Dillon Eustace website, for details on the strict reporting timelines in respect of these PDMR filings.
PDMR Form 1
Notification of Transactions of (1) Persons Discharging Managerial Responsibility and (2) Persons closely associated with Persons Discharging Managerial Responsibility
This form is intended for use by an issuer making a notification required by Rules 7.2 and 7.3 of the Central Bank of Ireland's Market Abuse Rules in relation to a person falling within either of the above categories of individual. These categories are defined in Regulation 12 (8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 and are detailed as part of this form.
All relevant boxes should be completed in block capital letters.
Regulation 12(8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 ('the Regulations') provides that:
"person discharging managerial responsibilities", in relation to an issuer of financial instruments, means a person who is -
(a) a member of the administrative, management or supervisory bodies of the issuer, or (b) a senior executive -
(i) who is not a member of the bodies referred to in paragraph (a) of this definition,
(ii) having regular access to inside information relating, directly or indirectly, to the issuer, and (iii) having the power to make managerial decisions affecting the future developments and business prospects of the issuer.
"person closely associated", in relation to a person discharging managerial responsibilities within an issuer of financial instruments, means -
(a) the spouse of the person discharging managerial responsibilities,
(b) dependent children of the person discharging managerial responsibilities,
(c) other relatives of the person discharging managerial responsibilities, who have shared the same household as that person for at least one year on the date of the transaction concerned,
(d) any person -
(i) the managerial responsibilities of which are discharged by a person -
(i) discharging managerial responsibilities within the issuer, or
(ii) referred to in paragraph (a), (b) or (c) of this definition,
(ii) that is directly or indirectly controlled by a person referred to in subparagraph (i) of paragraph (d) of this definition,
(iii) that is set up for the benefit of a person referred to in subparagraph (i) of
paragraph (d) of this definition, or
(iv) the economic interests of which are substantially equivalent to those of a person referred to in subparagraph (i) of paragraph (d) of this definition;
PDMR Form 2
Information required under Companies Act 1990, Section 65
If a person discharging managerial responsibilities has been granted options by the issuer, please complete the following boxes:
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
