Original question
b) Are accelerated book-building transactions subject to the trading obligation for shares?
c) Are an acquisition or disposal of shares made under employee share incentive plans subject to trading obligation for shares?
d) Are share purchases/sales carried out exclusively to manage operational errors subject to the trading obligation for shares?
Original language
a. Primary market transactions (see Q&A 4 within the section on General Q&As on transparency topics) are not subject to the MiFIR transparency requirements and the trading obligation for shares. Block trades and share buy backs on the other hand are secondary market transactions and therefore subject to the trading obligation for shares.
b. Accelerated book-building transactions can occur through:
- new shares issued in connection with a share capital increase; or
- a sale of shares owned by a significant shareholder.
In the first case, the ABB procedure is carried out in the context of a primary market transaction and in such respect should be considered out of the STO scope.
In the second case, the ABB procedure is carried out in the context of a secondary market transaction. Therefore, it should be considered subject to the STO. However, those transactions can benefit from a waiver under Article 4(b)(iii) of MiFIR (NT3) or under Article 4(c) of MiFIR (LIS).
c. Such an acquisition or disposal is not subject to the trading obligation for shares as long as it does not qualify as “transaction” under the definition of Article 2(5)(m) of RTS 22. Therefore, an acquisition or disposal under an employee share incentive plan where all the criteria under points (i) to (iv) of Article2(5)(m) of RTS 22 are met, does not quality as a transaction. Therefore, it is not subject to the STO.
d. Yes. This is the case when there is the need to integrate a quantity of shares previously purchased/sold on the market because of an erroneous quantity of shares purchased/sold. This type of transaction might be executed in the CLOB or fall under the definition of negotiated transaction under Article 6 of RTS 1. In all cases, it is subject to the STO.
Original language
[ESMA 70-872942901-35 MiFIR transparency Q&A, Q&A 3.1]
Primary market transactions (see Q&A on application of the transparency regime for primary transactions) are not subject to the MiFIR transparency requirements and the trading obligation for shares. Block trades (accelerated book-building) and share buy backs on the other hand are secondary market transactions and therefore subject to the trading obligation for shares.