A FTSE250 Company Secretary writes...
“Under the Market Abuse Regulation, PDMRs have an obligation to write to each of their ‘Persons Closely Associated’ (PCAs) (and to keep a copy of such letter(s)), setting out their obligations under MAR. How are companies approaching this requirement in practical terms? Are companies complying with this on their PDMRs behalf, and what is your approach to PCAs who are minors?”
We have prepared pro-forma letters for our Director/PDMR to send to their PCA, having already obtained details of the PCA for each of those affected. We will be asking the Director/PDMR to return copies countersigned by those persons for us to hold on file. None of our Director/PDMR have any PCA that are minors, so we have not had to adapt for the under-18’s. We will review the PCA list regularly to ensure we have acknowledgments on file from all relevant persons.
We sent out all of our PDMRs letters and kept copies, prior to 3 July, in compliance with MAR. We also asked for acknowledgement of receipt and of their obligations. We produced letters for our PDMRs to send / give to their PCAs. It is for them to keep copies. We produced simpler versions for them to give young adults; also minors which were sent C/O the PDMRs’ spouse since a minor cannot own shares in his / her own name. Ditto SIPP and JIS providers! All of this took a lot of time, effort and explanation, but we are lumbered with all these extra procedures and processes while MAR remains enshrined in UK law.
The obligation is with the PDMR so we have informed them they must inform their PCAs, including minor children.
We have sent our PDMRs proforma letters to send to their CAPs. We have asked the PDMR to certify that such letters have been completed and sent to their CAPs as required. We do not require the PDMR to send us copies of any letters they have sent. However, providing their CAPs live within the PDMR’s household, we have also given PDMRs the option to certify that such CAPs, have been notified – rather then sending letters to spouses, partners and minors.
We have adopted the same approach as the FTSE100 commentator below.
We will be writing the letters and sending them to the PDMR (of which we have only 8, being the Main Board) for them to forward to their PCAs. Based on discussions with NEDs who hold other listed company directorships – that seems to be the trend. Not much is changing – Co Secs continue to do the legwork on behalf of directors, which is easy when there is such a small number.
I emailed all of our PDMRs and asked them to provide details (inc email address) of each of their PCAs; I explained why this was necessary and that we would help our PDMRs to fulfil their obligations under MAR by contacting their PCAs directly and retaining a copy of this correspondence on their behalf. I then emailed each of the PCAs, explaining that I was making the notification on behalf of the PDMR, and setting out the process to be followed for any share dealing. Although it is not required under MAR, we still require that our PDMRs and their PCAs seek permission before dealing in shares – this ensures that we meet the disclosure requirements. Re minors, the position that we have taken is that any family member with an email address has been contacted directly. For very small children we have sent a notification care of their parents.