Under point (32) of Article 3(1) of the MAR, disclosing market participants (DMPs) are the persons specified in Article 11(1) of the MAR who communicate information and potential buyers under Article 11(2) of the MAR.

Under paragraph (1), the group of privileged persons who communicate information is restricted to:

• the issuer,
• a secondary offeror of a financial instrument,
• an emission allowance market participant or
• a third party acting on behalf or on the account of one of the persons referred to above.

An additional condition in the case of a secondary offeror is that it must offer the financial instrument in a quantity or value that is distinct from ordinary trading. Holders of a significant investment are included. The offering must also involve a selling method that is based on the prior assessment of potential interest from potential investors.

Article 11(2) of the MAR governs the specific case of market sounding prior to an intended takeover process.

It states that, as potential buyers, bidders are covered by the scope of the privileged treatment if they intend to make a takeover bid for the securities of a company or a merger with a company to parties entitled to the securities. Mandatory conditions for the privileged treatment of the bidder are, firstly, the need to communicate information to the third party so that it forms an opinion on its willingness to offer its securities (point (a) of paragraph (2)) and, secondly, the dependence of the submission of the takeover bid on the willingness of the third party to offer its securities (point (b) of paragraph (2)).