Ordinance No. 65 of 22.03.2019 on Persons Receiving Market Surveys

ORDINANCE No. 65 of 22.03.2019 on Persons Receiving Market Surveys Pub. - State Gazette, No. 27 of 02.04.2019 Adopted by Decision No. 496-N of 22.03.2019 of the Commission for Financial Supervision.

Chapter One GENERAL PROVISIONS

Art. 1. (1) This Ordinance regulates:

1. the factors that persons receiving market surveys, in accordance with Art. 11 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ, L 173/1 of 12 June 2014), hereinafter referred to as "Regulation (EU) No 596/2014", must take into account when information is disclosed to them within the framework of a market survey, in order to assess whether the information constitutes inside information;
2. the measures that the persons referred to in point 1 must take into account if inside information is disclosed to them, in order to comply with Art. 8 and 10 of Regulation (EU) No 596/2014;
3. the registers that the persons referred to in point 1 must maintain in connection with the implementation of Art. 8 and 10 of Regulation (EU) No 596/2014.

(2) The Ordinance aims to ensure a common, uniform and consistent approach regarding the requirements to which persons receiving market surveys are subject, as well as to reduce the overall risk of unregulated dissemination of inside information obtained during a market survey.

Chapter Two FACTORS AND MEASURES TAKEN INTO ACCOUNT BY PERSONS RECEIVING MARKET SURVEYS

Art. 2. (1) The person receiving market surveys creates, applies and maintains an internal procedure that is appropriate and proportionate to the scale, size and nature of its business activity.

(2) The internal procedure under para. 1 must be created before receiving a market survey. The person receiving market surveys maintains an up-to-date internal procedure at all times.

(3) The procedure under para. 1 contains rules that guarantee at least the following:

1. when the person receiving market surveys identifies a specific person or point of contact for receiving market surveys, this information is available to the disclosing market participant;
2. information obtained during a market survey is communicated internally only through predefined reporting channels and on the principle of "need to know";
3. the person or unit entrusted with assessing whether the person receiving the market survey possesses inside information as a result of the market survey is clearly defined and suitably trained for this purpose;
4. the flow of inside information obtained during a market survey is managed and controlled within the organization of the person receiving the market survey, so that the person receiving the market survey and its employees can comply with Art. 8 and 10 of Regulation (EU) No 596/2014.

(4) The person receiving market surveys ensures that employees who receive and process information obtained during a market survey are suitably trained regarding the internal procedure under para. 1, as well as regarding the prohibitions under Art. 8 and 10 of Regulation (EU) No 596/2014 arising from the possession of inside information.

(5) The person receiving market surveys conducts periodic training regarding the internal procedure under para. 1 and the prohibitions under Art. 8 and 10 of Regulation (EU) No 596/2014 arising from the possession of inside information, for employees who receive and process information obtained during a market survey.

(6) The training under para. 4 must be appropriate and proportionate to the scale, size and nature of the business activity of the person receiving market surveys. For each training conducted, a written document is prepared on the day of the training, stating the names of the trainees and the trainers, the scope of the training conducted, and which is signed by the participants in the training.

Art. 3. The person who has been designated by the disclosing market participant to receive a market survey, before receiving the market survey, notifies the disclosing market participant whether it wishes not to receive future market surveys regarding any possible transactions or certain types of possible transactions.

Art. 4. (1) The person receiving the market survey independently assesses whether it possesses inside information as a result of the market survey. The person receiving the market survey updates its assessment upon the occurrence of new circumstances.

(2) In the assessment under para. 1, both the assessment of the disclosing market participant as to whether the market survey includes the disclosure of inside information, and all available information of the person or unit referred to in Art. 2, para. 3, point 3, entrusted with the assessment, within the organization of the person receiving the market survey, for the purpose of carrying out this assessment, including information obtained from sources other than the disclosing market participant, are taken into account.

(3) In carrying out the assessment under para. 1, the person entrusted with the assessment is not required to have access to information behind any information barrier created within the organization of the person receiving the market survey.

Art. 5. (1) In the event that it receives notification from the disclosing market participant that the information disclosed during the market survey is no longer inside information, the person receiving the market survey carries out an independent assessment of whether it still possesses inside information. In carrying out this assessment, the assessment of the disclosing market participant and all available information of the person or unit referred to in Art. 2, para. 3, point 3, obtained within the organization of the person receiving the market survey and intended for carrying out this assessment, including information obtained from sources other than the disclosing market participant, are taken into account.

(2) In carrying out the assessment under para. 1, the person or unit referred to in Art. 2, para. 3, point 3, is not required to have access to information behind any information barrier created within the organization of the person receiving the market survey.

Art. 6. When the person receiving the market survey has assessed that it possesses inside information as a result of the market survey, it must determine all issuers and financial instruments for which it considers that this inside information relates.

Art. 7. When the disclosing market participant has drawn up written minutes or notes of unrecorded meetings or unrecorded telephone conversations, persons receiving the market survey shall, within five working days of their receipt:

1. sign these minutes or notes, thereby agreeing to their content; or
2. provide the disclosing market participant with their own version of those duly signed minutes or notes, with the content of which they do not agree.

Chapter Three KEEPING OF REGISTERS. RETENTION PERIOD FOR INFORMATION

Art. 8. (1) The person receiving market surveys keeps registers of:

1. the internal procedures under Art. 2;
2. the notifications under Art. 3;
3. the assessments under Art. 4 and 5, including the reasons for them;
4. the determined financial instruments under Art. 6;
5. the persons who work for it on the basis of an employment contract or to whom the performance of tasks is otherwise entrusted, as a result of which they have access to information communicated during the market surveys, listed in chronological order for each market survey.

(2) The registers under para. 1 are kept on a durable medium. All documents and information on the basis of which the entries in the registers under para. 1 were made are stored for a period of at least five years. The information in the registers under para. 1 is updated by the end of the day on which the person receiving market surveys learned of the respective circumstance. In the event that the day of learning is a non-working day, the information to be entered in the register under para. 1 is entered or updated by the end of the first working day following the day of learning.

ADDITIONAL PROVISIONS

§ 1. For the purposes of this Ordinance, "disclosing market participant" means a person within the meaning of Art. 3, paragraph 1, point 32 of Regulation (EU) No 596/2014.

FINAL PROVISIONS

§ 2. This Ordinance is issued on the basis of Art. 3, para. 2 of the Law on the Implementation of Measures against Market Abuse with Financial Instruments and is adopted by Decision No. 496-N of 22.03.2019 of the Commission for Financial Supervision.

§ 3. The Commission for Financial Supervision issues guidelines on the application of this Ordinance.

Chairman: Boyko Atanasov