Supervision release 2 December 2024 – 77/2024

Amendments to MAR as of 4 December 2024: safe harbour transactions in own shares and managers’ transactions

The Listing Act, or Regulation (EU) No 2024/2809 of the European Parliament and of the Council to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises, was adopted on 23 October 2024 and published in the EU’s Official Journal on 14 November 2024. 

The abovementioned Regulation amends, among other things, Article 5 of the Market Abuse Regulation (596/2014, MAR), which regulates procedures concerning so-called safe harbour transactions carried out by an issuer in its own shares as well as the notification and publication of these transactions.

The Regulation also amends the threshold value for the notification of managers’ transactions set in Article 19(1) of MAR.

Through this release, the FIN-FSA provides guidance on procedures pertaining to the notification of transactions in own shares under Article 5 of MAR (so-called safe harbour transactions) and the threshold value for the notification of managers’ transactions.

Notification of safe harbour transactions referred to in Article 5 of MAR to the FIN-FSA

The issuer’s obligations to report safe harbour transactions referred to in Article 5 of MAR to the competent authorities of different trading venues become alleviated. Going forward, the information is only notified to the competent authority of the most significant market in terms of liquidity, which will forward it to other competent authorities upon request. Previously, notifications of issuers’ safe harbour transactions have not been made to the FIN-FSA, since the FIN-FSA has obtained the information from the Officially Appointed Mechanism (OAM)1. Following the amendment of Article 5 of MAR, starting from 4 December 2024, safe harbour transactions will be notified to the FIN-FSA so that it can reliably transmit information on share buy-backs under a safe harbour to other relevant authorities.

Procedures for the notification:

  • Transaction-specific and aggregated information on safe harbour transactions are notified to the FIN-FSA by email at MAR5buybacks(at)finanssivalvonta.fi. The FIN-FSA recommends the use of secure email (instructions for external users).
  • Only safe harbour transactions are notified to the FIN-FSA.
  • The notification must indicate that the acquisition is compliant with Article 5 of MAR and the Delegated Regulation, for example as follows:
    • “The share buy-backs are executed in compliance with Regulation No. 596/2014 of the European Parliament and Council (MAR) Article 5 and Commission Delegated Regulation (EU) 2016/1052.”
    • ”Omia osakkeita hankitaan markkinoiden väärinkäyttöasetuksen (EU) N:o 596/2014 5 artiklan sekä Euroopan komission delegoidun asetuksen (EU) 2016/1052 mukaisesti.”
  • Safe harbour transactions are notified to the FIN-FSA by the end of the seventh trading day following the date of execution (i.e. in seven-day intervals).
  • For the time being, safe harbour transactions can also optionally be notified to the FIN-FSA before the beginning of the following trading day, i.e. similarly to how they are notified to the stock exchange.

What is a safe harbour transaction?

A safe harbour transaction is a buy-back of the issuer's own shares regulated by Article 5 of MAR and Delegated Regulation (EU) 2016/1052, which is carried out in compliance with the procedures and restrictions on the use of the shares acquired laid down in the abovementioned Regulations. Compliance with these procedures and use restrictions protects the issuer against market abuse.

A buy-back of own shares is exempted from prohibitions related to market abuse if the issuer follows a procedure that fulfils the requirements of MAR and the Commission Delegated Regulation, including the following:

  • Details of the buy-back programme for own shares are disclosed prior to the start of trading
  • Trades in own shares are reported to the competent authority and disclosed to the public
  • Limits concerning price and volume are complied with.

In addition, the applicability of the exemption is contingent on the purpose of the buy-back programme being one or all of the following:

  • To reduce the capital of the issuer
  • To meet obligations arising from debt financial instruments that are exchangeable into equity instruments
  • To meet obligations arising from share option programmes, or other allocations of shares, to employees or members of the administrative, management or supervisory bodies.

Threshold for the notification of transactions by managers and their closely associated persons rises to EUR 20,000 as of 4 December 2024

The threshold value for the notification of transactions by persons discharging managerial responsibilities in an issuer, as well as natural and legal persons closely associated with them, rises to EUR 20 000 (previously EUR 5 000). In accordance with Article 19(8) of MAR, the obligation to notify transactions by managers and their closely associated persons shall apply to any subsequent transaction once a total amount of EUR 20 000 has been reached within a calendar year2.

In accordance with Article 19(9) of MAR, a competent authority may decide to increase the abovementioned threshold to EUR 50 000 or decrease it to 10 000. An increase or decrease of the threshold is contingent on justifications related to particular market conditions.

The FIN-FSA finds that no such particular market conditions are to be identified in the Finnish markets that would warrant decreasing or increasing the threshold. Hence, the FIN-FSA has decided to apply the threshold of EUR 20 000 under Article 19(8) of MAR.

For further information please contact

  • Juha Manu, Senior Supervisor, juha.manu(at)fiva.fi or telephone +358 9 183 5323
  • Pia Ovaska, Chief Legal Adviser, pia.ovaska(at)fiva.fi or telephone +358 9 183 5296
  • Matti Tulkki, Senior Supervisor, matti.tulkki(at)fiva.fi or telephone +358 9 183 5277


1In addition to safe harbour transactions under Article 5 of MAR, the OAM has information on acquisitions of own shares conducted outside a safe harbour. 
2The European Securities and Markets Authority (ESMA) has issued a Q&A interpretation, according to which the transactions by a manager and persons closely associated with them should not be aggregated.

 

The corresponding Finnish-language supervision release was published on 29 November 2024.