A stable, well-functioning financial market for allA stable, well-functioning financial market for allTrading ban
Persons discharging managerial responsibilities within an issuer may not conduct transactions in financial instruments issued by the issuer – or related financial instruments – for a period of 30 calendar days prior to the announcement of an interim financial report or year-end report. An issuer may grant exemptions from the ban on trading under certain circumstances.
The securities to which the trading ban applies are shares or debt instruments, or derivatives or other financial instruments linked to these.
The trading ban applies for a period of 30 calendar days before the announcement of an interim financial report or a year-end report that the issuer is obliged to make public in accordance with Swedish law or the rules of the trading venue where the issuer's shares are admitted to trading. This is regulated in Article 19(11) of the EU's Market Abuse Regulation (MAR) (see Regulations).
Applies to all transactions
The trading ban applies to all transactions, both direct and indirect, as well as transactions that are conducted on behalf of a third party. The issuer may grant exemptions from this provision under certain circumstances in accordance with Article 19(12) of MAR. A more detailed description of these circumstances can be found in Articles 7–9 of Commission Delegated Regulation (EU) 2016/522.
Potential exemptions
On the 4th of December 2024, Listing Act (EU) 2024/2809 entered into force. The Listing act brings with it amended rules for the trading ban. With the entry into force, the exemption from the trading ban also applies to instruments other than shares and savings programs linked to shares. The change is implemented in Article 19.12a of Mar. The purpose of the change is to create a more consistent regulatory framework and gives the issuer the opportunity to grant exceptions to persons discharging managerial responsibilities for transactions that do not relate to active investment decisions.
Article 19(12) specifies the circumstances under which exemptions from the trading ban may be granted. It is the issuer that is able to grant exemptions.
Such exemptions may be considered on a case-by-case basis if there are exceptional circumstances. For example, the regulation lists severe financial difficulties that necessitate the immediate sale of shares. Another example is the distinctive features that are characteristic of transactions made under, or related to, an employee share or saving scheme, qualification or entitlement of shares, or transactions where the beneficial interest in the relevant security does not change (see Article 19(12)(b) of MAR).
Sanctions
Under Chapter 5, Section 2 of the EU Market Abuse Regulation (Supplemental Provisions) Act (2016:1306), FI shall intervene against those who conduct transactions in contravention of the ban in Article 19(11) of MAR.
Chapter 5, Section 3 of the EU Market Abuse Regulation (Supplemental Provisions) Act entails that interventions pursuant to Sections 1 or 2 take place through a decision being made on, for example, an administrative fine in accordance with Sections 6, 7 or 8. Administrative fines are determined as per the following:
1. for a legal person:
a) an amount in SEK that is equivalent to EUR 1m on 2 July 2014,
b) two per cent of the legal person's or, where appropriate, the group's turnover in the previous financial year,
c) three times the profit that the legal person, or a third party, obtained as a result of the regulatory infringement, where this amount can be ascertained, or
d) three times the costs that the legal person, or a third party, avoided as a result of the regulatory infringement, where this amount can be ascertained,
2. for a natural person:
a) an amount in SEK that is equivalent to EUR 500 000 on 2 July 2014,
b) three times the profit that the natural person, or a third party, obtained as a result of the regulatory infringement, where this amount can be ascertained, or
c) three times the costs that the natural person, or a third party, avoided as a result of the regulatory infringement, where this amount can be ascertained.
FAQ
Please note that it is the duty of persons discharging managerial responsibilities themselves to be aware of their obligations pursuant to Article 19(11) of MAR. The document below contains answers to the most frequently asked questions we receive.
FI is able to answer questions, provide information about applicable provisions and give guidance. As a supervisory authority, however, FI is unable to provide advance decisions in individual cases. If a person discharging managerial responsibilities or issuer is uncertain as to whether a transaction is subject to the trading ban or whether it is possible to grant an exemption, they are recommended to contact a legal adviser who is able to help them conduct an assessment on the basis of the circumstances that are specific to the person in question.
FI's FAQ about the trading ban (in Swedish)
ESMA's questions and answers on the Market Abuse Regulation, last updated on 29 March 2019
Last reviewed: 2024-12-04
