UK: NEX Exchange Publishes Growth Market Rules For Consultation

On 20 December 2018, NEX Exchange published for consultation proposed amendments to the NEX Exchange Growth Market Rules (the “Rules“) in order to comply with the Markets in Financial Instruments Directive 2004/39/EC (“MiFID II“).

The consultation paper proposes, among others that:

  • Rules 10 and 75 be amended to require that admission documents or prospectuses, regulatory announcements, annual reports and information disclosed in accordance with Article 17 of MAR be publicly available for at least five years following publication. The current Rules require an issuer to maintain any such documents for at least one month following publication.
  • Rule 71, which currently requires issuers to adopt a code of dealings, be amended to expressly refer to MAR and to clarify the procedures that issuers, persons discharging managerial responsibilities (PDMRs) and persons closely associated with PDMRs must have in place to comply with MAR. Briefly, under the proposals, such policies and procedures must:
    • identify when the issuer is in a closed period;
    • establish procedures by which the issuer will announce dealings pursuant to MAR and for maintaining insider lists;
    • set out circumstances where PDMRs and persons closely associated to them must obtain clearance to deal, the process for obtaining clearance and circumstances when clearance will be refused; and
    • establish procedures by which PDMRs, persons closely associated to them and insiders will notify the issuer and the FCA of any dealing.
  • Appendix 2 be amended to require fast-track applicants from non-SME growth markets to include a prescribed statement in their admission announcements to the effect that any historic admission document referred to, and the admission announcement itself, are to be treated as the admission document for the purposes of admission, and that it has not been approved or reviewed by NEX Exchange or the FCA.

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