A more recent version of these Dealings In Shares Crib Sheet notes – written by Cambridge And Oxilp And College Of Law students – is available here.
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Dealings in Shares - Disclosures & Clearance 1) Has there been a transaction between a PDMR and the issuer?
a. DTR 3.1.2R PDMRs and connected persons have a duty to disclose certain transactions conducted on their own account to the company a.i. DTR 1.1.1(2) DTR 3 applies to issuers incorporated in the UK whose financial instruments are admitted to trading on a regulated market a.i.1. Financial instruments include ordinary shares a.i.2. Regulated Market is the Main Market a.ii. Conducted on own account includes the grant & exercise of share options b. Is there a PDMR?
b.i. 96B(1) FSMA a PDMR includes: b.i.1. (a) Director (Equitable Life - includes a non-executive director) of an issuer: b.i.1.a. 96A(1)(c)(i) registered in the UK who has requested or approved admission of its shares to trading on a regulated market, or b.i.1.b. 96A(1)(c)(ii) not registered in the UK or another EEA state but who has requested or approved admission of its shares to trading on a regulated market b.i.1.b.i. 103(1) refers definition of regulated market to Art 4.1(14) MiFID Regulated market is the Main Market, but not AIM b.i.2. (b) A senior executive of such an issuer who b.i.2.a. (i) Has regular access to inside information relating directly or indirectly to the issuer and b.i.2.b. (ii) Has the power to make managerial decisions affecting the future development and business prospects of the issuer c. Is there a connected person?
c.i. 96B(2) FSMA the definition of 'connected persons' from Sch 11B applies to section 96 FSMA and therefore to PDMRs c.i.1. Sch 11B FSMA, para 1(1) manager means PDMR c.i.2. Para 2(1) following are connected with a manager c.i.2.a. Para 2(1)(a) Members of the manager's family c.i.2.a.i. Para 3(2)(a) the manager's spouse or civil partner c.i.2.a.ii. Para 3(2)(b) any relative of the manager who, on the date of the transaction, has shared the same household as the manager for at least 12 months c.i.2.a.iii. Para 3(2)(c) the manager's children or step children under the age of 18 c.i.2.b. Para 2(1)(b) A body corporate with which a manager is associated c.i.2.b.i. Para 4(2)(a) manager or person connected with a manager is a director or senior executive who has the power to make management decisions affecting the future development and business prospects of the body corporate c.i.2.b.ii. Para 4(2)(b) Manager and persons connected with the manager together are (i) interested in at least 20% of the shares or (ii) are entitled to exercise or control the exercise of more than 20% of the voting power at any general meeting of that body c.i.2.b.ii.1. Para 9(1) a person who enters into a contract to acquire shares is taken to have an interest in them c.i.2.b.ii.2. Para 4(4) references to voting power, the exercise of which is controlled by the manager, include voting power whose exercise is controlled by a body corporate controlled by the manager
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