TITLE IITRANSPARENCY FOR TRADING VENUES
CHAPTER 1Transparency for equity instruments
Article 3Pre-trade transparency requirements for trading venues in respect of shares, depositary receipts, ETFs, certificates and other similar financial instruments
1.
Market operators and investment firms operating a trading venue shall make public current bid and offer prices and the depth of trading interests at those prices which are advertised through their systems for shares, depositary receipts, ETFs, certificates and other similar financial instruments traded on a trading venue. That requirement shall also apply to actionable indication of interests. Market operators and investment firms operating a trading venue shall make that information available to the public on a continuous basis during normal trading hours.
2.
The transparency requirements referred to in paragraph 1 shall be calibrated for different types of trading systems including order-book, quote-driven, hybrid and periodic auction trading systems.
3.
Market operators and investment firms operating a trading venue shall give access, on reasonable commercial terms and on a non-discriminatory basis, to the arrangements they employ for making public the information referred to in paragraph 1 to investment firms which are obliged to publish their quotes in shares, depositary receipts, ETFs, certificates and other similar financial instruments pursuant to Article 14.
F1Article 4Waivers for equity instruments
(1.
The FCA may by rules provide for the obligation for market operators and investment firms operating a trading venue to make public the information referred to in Article 3(1) to be waived in such cases as the rules may specify.
(2.
The power to make rules under paragraph 1 is exercisable only if the FCA considers that the rules are necessary or expedient for the purpose of advancing one or more of its operational objectives referred to in section 1B(3) of FSMA.
(3.
Rules under paragraph 1 may impose whatever conditions on the application of the waiver the FCA considers appropriate.
(4.
The FCA must monitor the application of waivers conferred by rules under paragraph 1 (in particular the effect of such waivers on price formation and compliance with any conditions imposed under paragraph 3).
(5.
The FCA may by notice given to a market operator, or an investment firm operating a trading venue, withdraw a waiver granted by rules made under this Article if the FCA considers that the waiver is being used—
(a)
in a way that deviates from its original purpose, or
(b)
to avoid requirements imposed by the rules.
F2Article 4aSuspension of waivers
1.
The FCA may direct that a waiver provided for by Article 4 is suspended (whether entirely or to such an extent as may be specified in the direction) if it considers that continued use of the waiver would unduly harm price formation.
2.
The suspension of a waiver by virtue of a direction under paragraph 1 may not have effect for a period longer than six months, but this does not prevent the giving of a further direction under that paragraph by which the suspension is renewed for a period no longer than six months.
3.
The FCA may give a direction under paragraph 1 only if it considers that the direction is necessary to advance the FCA’s integrity objective under section 1D of FSMA.
4.
In deciding whether to give a direction under paragraph 1 to suspend (or renew the suspension of) a waiver the FCA must have regard to—
(a)
its consumer protection objective under section 1C of FSMA and its competition objective under section 1E of FSMA,
(b)
relevant information produced under Article 3, or under equivalent pre-trading transparency requirements in other jurisdictions, about the use of the waiver in the United Kingdom, or under equivalent waiver arrangements in any other country, in relation to the financial instrument concerned, and
(c)
any other relevant information available in relation to trading volumes in the financial instrument concerned, whether in the United Kingdom or elsewhere.
5.
The FCA must consult the Treasury before giving a direction under paragraph 1.
6.
The requirement to consult under paragraph 5 does not apply if the FCA considers it necessary by reason of urgency to give the direction before such consultation can be carried out in order to protect—
(a)
the transparency of the price formation process, or
(b)
the interests of consumers (within the meaning of section 1G of FSMA).
F3Article 5Volume Cap Mechanism
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Article 6Post-trade transparency requirements for trading venues in respect of shares, depositary receipts, ETFs, certificates and other similar financial instruments
1.
Market operators and investment firms operating a trading venue shall make public the price, volume and time of the transactions executed in respect of shares, depositary receipts, ETFs, certificates and other similar financial instruments traded on that trading venue. Market operators and investment firms operating a trading venue shall make details of all such transactions public as close to real-time as is technically possible.
2.
Market operators and investment firms operating a trading venue shall give access, on reasonable commercial terms and on a non-discriminatory basis, to the arrangements they employ for making public the information under paragraph 1 of this Article to investment firms which are obliged to publish the details of their transactions in shares, depositary receipts, ETFs, certificates and other similar financial instruments pursuant to Article 20.
Article 7Authorisation of deferred publication
1.
F4The FCA shall be able to authorise market operators and investment firms operating a trading venue to provide for deferred publication of the details of transactions based on their type or size.
In particular, F5the FCA may authorise the deferred publication in respect of transactions that are large in scale compared with the normal market size for that share, depositary receipt, ETF, certificate or other similar financial instrument or that class of share, depositary receipt, ETF, certificate or other similar financial instrument.
Market operators and investment firms operating a trading venue shall obtain the F6FCA's prior approval of proposed arrangements for deferred trade-publication, and shall clearly disclose those arrangements to market participants and the public. F7The FCA shall monitor the application of those arrangements for deferred trade-publication and F8must publish an annual report on how they are applied in practice.
F9...
2.
F10The FCA may make technical standards to specify the following in such a way as to enable the publication of information required F11under F12data reporting service rules (within the meaning of regulation 2(1) of the Data Reporting Services Regulations 2024):
(a)
the details of transactions that investment firms, including systematic internalisers and market operators and investment firms operating a trading venue shall make available to the public for each class of financial instrument concerned in accordance with Article 6(1), including identifiers for the different types of transactions published under Article 6(1) and Article 20, distinguishing between those determined by factors linked primarily to the valuation of the financial instruments and those determined by other factors;
(b)
the time limit that would be deemed in compliance with the obligation to publish as close to real time as possible including when trades are executed outside ordinary trading hours.
(c)
the conditions for authorising investment firms, including systematic internalisers and market operators and investment firms operating a trading venue to provide for deferred publication of the details of transactions for each class of financial instruments concerned in accordance with paragraph 1 of this Article and with Article 20(1);
(d)
the criteria to be applied when deciding the transactions for which, due to their size or the type, including liquidity profile of the share, depositary receipt, ETF, certificate or other similar financial instrument involved, deferred publication is allowed for each class of financial instrument concerned.
CHAPTER 2Transparency for non-equity instruments
F14Article 8Pre-trade transparency requirements for fixed income instruments and derivatives etc
(1.
The FCA must by rules impose pre-trade transparency requirements on relevant persons in respect of the trading of such relevant instruments as the FCA determines should be subject to the requirements for the purposes of furthering—
(a)
efficient price formation, and
(b)
the fair evaluation of financial assets.
(2.
The power to make rules under paragraph 1 is exercisable only if the FCA considers that the rules are necessary or expedient for the purpose of advancing one or more of its operational objectives referred to in section 1B(3) of FSMA.
(3.
In making rules under paragraph 1 the FCA must (in particular) have regard to the impact that requirements imposed by the rules will have on market liquidity.
(4.
The reference in paragraph 1 to “pre-trade transparency requirements” is a reference to whatever kinds of requirements relating to transparency before trading that the rules may specify, for example—
(a)
requirements to make public matters specified in the rules in respect of the trading of relevant instruments;
(b)
requirements about the means by which, and the times at which, such matters are to be made public;
(c)
requirements for the giving of access to the arrangements employed for the making of such matters public;
(d)
requirements in respect of relevant instruments that are traded in a standardised and frequent way, if not subject to disclosure requirements of the kind mentioned in sub-paragraph (a).
(5.
Rules under paragraph 1 may—
(a)
impose requirements by reference to the types of trading system used;
(b)
impose different requirements in relation to different types of trading system;
(c)
provide for the criteria by which the determination referred to in that paragraph is to be made.
(6.
In this Article and in Article 9—
“relevant instruments” means bonds, structured finance products, emission allowances, derivatives and instruments included within package orders;
“relevant persons” means market operators and investment firms operating a trading venue.
F14Article 9Article 8: waivers or suspensions for fixed income instruments and derivatives etc
(1.
Rules under Article 8 may include provision for any requirements imposed by the rules to be waived in such cases, and to such extent, as may be determined by or under the rules.
(2.
Rules that include provision under paragraph 1 may impose whatever conditions on the application of a waiver the FCA considers appropriate.
(3.
The FCA may by notice given to a relevant person withdraw a waiver granted by virtue of paragraph 1 if the FCA considers that the waiver is being used—
(a)
in a way that deviates from its original purpose, or
(b)
to avoid requirements provided for in the rules.
(4.
The FCA may by notice suspend requirements imposed by rules under Article 8 in the case of such relevant instruments, or class of relevant instruments, as may be specified in the notice.
(5.
A notice under paragraph 4 suspending requirements—
(a)
may be given subject to conditions;
(b)
must specify the period for which the suspension has effect;
(c)
must be published in the manner appearing to the FCA to be best calculated to bring it to the attention of persons likely to be affected by it;
(d)
may be varied or withdrawn by the giving of a further notice (and sub-paragraph (c) applies to any such notice).
(6.
The power under paragraph 4 to suspend requirements is exercisable only if the FCA considers that it is necessary to do so to advance the FCA’s integrity objective under section 1D of FSMA.
(7.
In deciding whether to exercise the power under paragraph 4 to suspend requirements the FCA must also have regard to—
(a)
its consumer protection objective under section 1C of FSMA, and
(b)
its competition objective under section 1E of FSMA.
F14F14Article 10Post-trade transparency requirements for fixed income instruments and derivatives etc
(1.
The FCA must by rules impose post-trade transparency requirements on relevant persons in respect of the trading of such relevant instruments as the FCA determines should be subject to the requirements for the purposes of furthering—
(a)
efficient price formation, and
(b)
the fair evaluation of financial assets.
(2.
The power to make rules under paragraph 1 is exercisable only if the FCA considers that the rules are necessary or expedient for the purpose of advancing one or more of its operational objectives referred to in section 1B(3) of FSMA.
(3.
In making rules under paragraph 1 the FCA must (in particular) have regard to the impact that requirements imposed by the rules will have on market liquidity.
(4.
The reference in paragraph 1 to “post-trade transparency requirements” is a reference to whatever kinds of requirements relating to transparency after the execution of trades that the rules may specify, for example—
(a)
requirements to make public matters specified in the rules in respect of the trading of relevant instruments (including the price, volume and time of transactions);
(b)
requirements about the means by which, and the times at which, such matters are to be made public;
(c)
requirements for the giving of access to the arrangements employed for the making of such matters public.
(5.
Rules under paragraph 1 may—
(a)
impose requirements by reference to the types of trading system used;
(b)
impose different requirements in relation to different types of trading system;
(c)
provide for the criteria by which the determination referred to in that paragraph is to be made.
(6.
In this Article and in Article 11—
“relevant instruments” means bonds, structured finance products, emission allowances, derivatives and instruments included within package transactions;
“relevant persons” means market operators and investment firms operating a trading venue.
F14Article 11Article 10: deferrals and suspensions for fixed income instruments and derivatives etc
(1.
Rules under Article 10 may include provision authorising relevant persons to defer complying with requirements imposed by the rules in such cases and to such extent as the rules may specify.
(2.
Rules made by virtue of paragraph 1 may impose whatever conditions on the application of a deferral the FCA considers appropriate.
(3.
The FCA may by notice suspend any requirements imposed by rules under Article 10 in the case of such relevant instruments, or class of relevant instruments, as may be specified in the notice.
(4.
A notice under paragraph 3 suspending requirements—
(a)
may be given subject to conditions;
(b)
must specify the period for which the suspension has effect;
(c)
must be published in the manner appearing to the FCA to be best calculated to bring it to the attention of persons likely to be affected by it;
(d)
may be varied or withdrawn by the giving of a further notice (and sub-paragraph (c) applies to any such notice).
(5.
The power under paragraph 3 to suspend requirements is exercisable only if the FCA considers that it is necessary to do so to advance the FCA’s integrity objective under section 1D of FSMA.
(6.
In deciding whether to exercise the power under paragraph 3 to suspend requirements the FCA must also have regard to—
(a)
its consumer protection objective under section 1C of FSMA, and
(b)
its competition objective under section 1E of FSMA.
CHAPTER 3Obligation to offer trade data on a separate and reasonable commercial basis
Article 12Obligation to make pre-trade and post-trade data available separately
1.
Market operators and investment firms operating a trading venue shall make the information published in accordance with F15, or with rules made under, Articles 3, 4 and 6 to 11 available to the public by offering pre-trade and post-trade transparency data separately.
2.
Article 13Obligation to make pre-trade and post-trade data available on a reasonable commercial basis
1.
Market operators and investment firms operating a trading venue shall make the information published in accordance with F18, or with rules made under, Articles 3, 4 and 6 to 11 available to the public on a reasonable commercial basis and ensure non-discriminatory access to the information. Such information shall be made available free of charge 15 minutes after publication.
2.
F19 The Treasury may by regulations clarify what constitutes a reasonable commercial basis to make information public as referred to in paragraph 1.