In the UK, an issuer must inform the public as soon as possible of inside information that directly concerns the issuer, including such information identified while preparing the financial guidance, the half-yearly or the yearly reports (irrespective of the date of publication of the financial guidance, the half-yearly or the yearly report in question.¹  This should be done via a regulatory announcement, where applicable.  The disclosure of inside information should not be combined with any marketing.

The issuer should ensure that:

• the inside information is made public in a manner that enables fast access and complete, correct, and timely assessment of the information by the public;
• the inside information remains on the issuer’s website for at least five years; and
• the communication complies with Articles 2 and 3 of Implementing Regulation (EU) 2016/1055, as retained under UK law, available here.  Article 2 sets out the rules for the means of public disclosure (e.g., it should be made public on a non-discriminatory basis and free of charge) and Article 3 sets out the rules for the posting of inside information on a website (e.g., the disclosed inside information should indicate the date and time of disclosure).

Disclosure may be delayed if all of the following conditions are met:

• immediate disclosure is likely to prejudice the legitimate interests of the issuer;
• delay of disclosure is not likely to mislead the public; and
• the issuer is able to ensure the confidentiality of that information.

An issuer who has delayed the disclosure of inside information will need to inform the FCA of this fact and must be prepared to provide a written explanation of how the conditions for delay were satisfied.

Implementing Regulation (EU) 2016/1055 as retained under UK law on public disclosure of inside information and for delaying the public disclosure of inside information, available here, should be reviewed for further information on this topic.

Once information has been publicly disclosed by an issuer it is no longer inside information.

Note that there are further disclosure requirements in relation to market soundings and in relation to REMIT.  For information on those, contact us here.

¹ European Securities and Markets Authority (ESMA), Questions and Answers on the Market Abuse Regulation (Version 17), A 5.11.