Public disclosure and the delay of disclosure of inside information
The provisions on the public disclosure of inside information of the Market Abuse Regulation (MAR) apply both to issuers traded on a regulated market on the Helsinki Stock Exchange and issuers traded on First North Finland.
Inside information refers to information of a precise nature, which has not been made public, relating, directly or indirectly, to the issuer, and which, if it were made public, would be likely to have a significant effect on the price of a security. For more information on inside information site.
Issuers must inform the public as soon as possible of inside information. Issuers may, however, on their own responsibility, delay the disclosure of inside information provided that all of the following conditions are met:
- immediate disclosure is likely to prejudice the legitimate interests of the issuer;
- delayed disclosure is not likely to mislead the public; and
- the issuer is able to ensure the confidentiality of that information.
How to notify the FIN-FSA of delayed disclosure of inside information
- Notify the FIN-FSA that disclosure of inside information was delayed, immediately after the information is disclosed to the public.
- You can use the dedicated FIN-FSA form (pdf) [or the form of the Advisory Board of Finnish Listed Companies.] (pdf, available only in Finnish)
- Submit the notification by secure email to: markkinat(at)finanssivalvonta.fi.
- Instructions on the use of the secure email connection (pdf)
The notification must include the following information:
- Full name of the company
- Contact details of the person making the notification (name, position in the company, professional email address, telephone number)
- Identification of the publicly disclosed inside information that was subject to delayed disclosure (title of the stock exchange release, date and time of disclosure of the stock exchange release, date and time of the decision to delay the disclosure of inside information)
- Identity of all persons responsible for the decision to delay the public disclosure of inside information (name, position in the company)
For the purpose of assessing regulatory compliance, the FIN-FSA may, as necessary, request the issuer to submit an explanation of how the conditions for delay of disclosure were met and other details relating to the inside information subject to delayed disclosure (date and time when the inside information arose, original assessment of the date and time of public disclosure and information on persons responsible for monitoring conditions for delay of disclosure, making decisions on public disclosure of inside information and providing the requested explanation to the FIN-FSA).
ESMA has issued guidelines on delay in the disclosure of inside information (pdf), containing examples to assist issuers in their decision to delay public disclosure of inside information
- FIN-FSA newsletter 18 March 2020: A profit warning must be issued as soon as possible also under exceptional circumstances (pdf)
- Market newsletter 5/2016 "Importance of the determination of inside information highlighted due to MAR" (pdf)
- Market newsletter 3/2016 "Market Abuse Regulation changes disclosure process" (pdf)
Credit institution’s and financial institution’s possibility to delay public disclosure of inside information under specific conditions
A credit institution or a financial institution may, on its own responsibility, delay the public disclosure of inside information, including information which is related to a temporary liquidity problem and, in particular, the need to receive temporary liquidity assistance from a central bank or lender of last resort, provided that all of the following conditions are met:
- the disclosure entails a risk of undermining the financial stability of the issuer and of the financial system;
- it is in the public interest to delay the disclosure;
- the confidentiality of that information can be ensured; and
- the FIN-FSA has consented to the delay on the basis that the conditions in points 1, 2 and 3 are met.
Credit institutions and financial institutions must notify the FIN-FSA of their intention to delay the public disclosure of inside information. In addition, the institutions must provide evidence that the conditions in points 1, 2 and 3 above are met. The institutions must thereafter wait for the FIN-FSA’s consent to the delay of disclosure. If the FIN-FSA does not consent to the delay, the institutions must disclose the inside information immediately.
Credit institutions and financial institutions are also required to inform the FIN-FSA of any new factor, change or piece of information that may have an impact on how the conditions for delay of disclosure are met.