Topic Information obligations for issuers Content of the notification
Article from Issuer Guidelines published by the Federal Financial Supervisory Authority
The notification template can be found in the annex to Commission Implementing Regulation (EU) 2016/523. This template must be used to submit notifications. There is no statutory obligation to sign it. BaFin’s examples of notifications according to Article 19 of the MAR contain examples for the content of the notification in certain cases.
The notification contains the following information:
| Field 1 a): | The first name and last name of the person subject to the notification obligation; for legal persons, the name of the company and its legal form. |
| Field 2 a): | The position of the person discharging managerial responsibilities, in the case of persons closely associated with the person discharging managerial responsibilities, an indication of that fact and the name and position of the person discharging managerial responsibilities triggering the notification obligation. |
| Field 2 b): | Initial notification or amendment; in the case of amendments, the reason for the amendment must be explained. |
| Field 3 a): | The full name of the issuer. |
| Field 3 b): | The Legal Entity Identifier (LEI) code of the issuer. |
| Field 4 a): | Information about the type of financial instrument (e.g. share, derivative, debt instrument). A precise description of the financial instrument in which the transaction was executed (e.g. ISIN). If there is no ISIN, describe the financial instrument. Supplementary information is required for derivatives in these cases:
|
| Field 4 b): | The nature of the transaction (e.g. buy, sell), where applicable referring to the requirements of Article 10 of Commission Delegated Regulation (EU) 2016/522. If applicable, transactions relating to an employee share-based payment programme must be described in greater detail. In the transactions whose designation does not by itself provide any indication of whether the person subject to the notification obligation has received or sold something, the designation must be supplemented to make this clear (e.g. by adding “disposal” or “addition” to the designation). |
| Field 4 c): | Information about the price per financial instrument and the volume of the transaction. The volume of the transaction is calculated by multiplying the price per financial instrument by the quantity. Transaction costs are not included in calculating the volume of the transaction. All partial executions must be listed individually. |
| Field 4 d): | Information about the weighted average price and the aggregated volume. Whereas all partial executions have to be listed separately in field 4 c), an aggregated notification in field 4d) is only an additional option. |
| Field 4 e): | Information about the date of the transaction using the ISO 8601 date format and the difference from Universal Coordinated Time (UTC) (e.g. for Germany during winter time: UTC +01:00, for Germany during summer time: UTC +02:00). The notification obligation is triggered by the contractual obligation under the law of obligations. The date of contractual obligation is therefore also the date to be disclosed. By contrast, the date when the transaction is performed is irrelevant under Article 19 of the MAR. There is no obligation to notify performance of the transaction, even if there is a considerable period of time between the contractual obligation and performance of the contractual obligation. In the case of transactions executed on a stock exchange, it is not the placement of the order that is the contractual obligation, but rather the exchange translation actually executed. |
| Field 4 f): | Information about the place of the transaction and the MIC1 of the trading venue. The stock exchange is the place of the transaction, not the geographical location where the order was placed or where the transaction was executed. If it is a transaction which is not executed on an exchange, this fact must be indicated mentioning “outside a trading venue”. |
Footnotes:
- 1 Overview of MICs available at https://www.iso20022.org/10383/iso-10383-market-identifier-codes.
