Part B: Exceptions for PDMR dealings during MAR closed periods

 

 

 

9.1 A PDMR can be given clearance to sell (but not to purchase) the Company’s shares (but not other Company Securities) during a MAR Closed Period if he or she is in severe financial difficulty, or there are other exceptional circumstances, which require the immediate sale of shares. Clearance may only be granted in respect of such number of shares as the PDMR needs to sell to obtain the required financial resources.

 

9.2 Any request to Deal by reason of exceptional circumstances must be accompanied by a written statement that describes the exceptional character of the circumstances and explains the transaction envisaged, why that transaction could not be executed at a time other than during the MAR Closed Period and why the sale of shares is the only reasonable alternative to obtain the necessary financing. If such a written statement is not included with the PDMR’s clearance application, then the Company Secretary should request one from the PDMR before the decision to grant clearance is taken.

 

9.3 Circumstances are ‘exceptional’ only if they are extremely urgent, unforeseen and compelling and where their cause is external to the relevant PDMR and he or she has no control over them. When considering whether the circumstances are exceptional, the Designated Officer must take into account (among other things) the extent to which the PDMR;

 

9.3.1 is facing a legally enforceable commitment or claim, such as a court order; and

 

9.3.2 could not reasonably satisfy a financial commitment (which was entered into before the start of the MAR Closed Period) to a third party (including a tax authority) otherwise than by selling the relevant shares immediately.

 

Given the stringent requirements described above, clearance to Deal under this exception is unlikely to be granted except in rare cases.

 

 

10.1 The following Dealings by a PDMR can be permitted during a MAR Closed Period;

 

10.1.1 an undertaking or election to take up entitlements under a rights issue or other offer (including an offer for Company Securities in lieu of a cash dividend)

 

10.2 The status of Dealings by PDMRs in respect of rights issues and other offers during MAR Closed Periods remains uncertain. Until further guidance is available, it would be prudent for the Company to take advice before clearing any such Dealing.

 

11.1 A PDMR can be permitted to transfer Company Securities between two accounts of that PDMR during a MAR Closed Period, provided that such a transfer does not result in a change in price of the relevant Company Securities. Absent further guidance, this should be taken to mean that the transfer should not affect the price of that Company Security.

 

11.2 A transfer of Company Securities into the relevant PDMR’s personal pension scheme and a transfer to a family trust or an account held jointly with another person would not be viewed as a transfer between two accounts of a PDMR and would therefore not qualify for this exception.