Commission Delegated Regulation (EU) 2016/1052Show full title

CHAPTER III U.K. STABILISATION MEASURES

Article 5 U.K. Conditions regarding the stabilisation period

1. In respect of shares and other securities equivalent to shares, the limited period referred to in Article 5(4)(a) of Regulation (EU) No 596/2014 (hereafter ‘stabilisation period’) shall:

(a) in the case of a significant distribution in the form of an initial offer publicly announced, start on the date of commencement of trading of the securities on the trading venue concerned and end no later than 30 calendar days thereafter;

(b) in the case of a significant distribution in the form of a secondary offer, start on the date of adequate public disclosure of the final price of the securities and end no later than 30 calendar days after the date of allotment.

2. For the purposes of point (a) of paragraph 1, where the initial offer publicly announced takes place in a Member State that permits trading prior to the commencement of trading on a trading venue, the stabilisation period shall start on the date of adequate public disclosure of the final price of the securities and last no longer than 30 calendar days thereafter. Such trading shall be carried out in compliance with the applicable rules of the trading venue on which the securities are to be admitted to trading, including any rules concerning public disclosure and trade reporting.

3. In respect of bonds and other forms of securitised debt, including securitised debt convertible or exchangeable into shares or into other securities equivalent to shares, the stabilisation period shall start on the date of adequate public disclosure of the terms of the offer of the securities and end either no later than 30 calendar days after the date on which the issuer of the instruments received the proceeds of the issue, or no later than 60 calendar days after the date of allotment of the securities, whichever is earlier.

Article 6 U.K. Disclosure and reporting obligations

1. Before the start of the initial or secondary offer of the securities, the person appointed in accordance with paragraph 5 shall ensure adequate public disclosure of the following information:

(a) the fact that stabilisation may not necessarily occur and that it may cease at any time;

(b) the fact that stabilisation transactions aim at supporting the market price of the securities during the stabilisation period;

(c) the beginning and the end of the stabilisation period, during which stabilisation may be carried out;

(d) the identity of the entity undertaking the stabilisation, unless unknown at the time of disclosure, in which case it shall be subject to adequate public disclosure before the stabilisation begins;

(e) the existence of any overallotment facility or greenshoe option and the maximum number of securities covered by that facility or option, the period during which the greenshoe option may be exercised and any conditions for the use of the overallotment facility or exercise of the greenshoe option; and

(f) the place where the stabilisation may be undertaken including, where relevant, the name of the trading venue(s).

2. During the stabilisation period, the persons appointed according to paragraph 5 shall ensure adequate public disclosure of the details of all stabilisation transactions no later than the end of the seventh daily market session following the date of execution of such transactions.

3. Within 1 week of the end of the stabilisation period, the person appointed in accordance with paragraph 5 shall ensure adequate public disclosure of the following information:

(a) whether or not the stabilisation was undertaken;

(b) the date on which stabilisation started;

(c) the date on which stabilisation last occurred;

(d) the price range within which stabilisation was carried out, for each of the dates during which stabilisation transactions were carried out;

(e) the trading venue(s) on which the stabilisation transactions were carried out, where applicable.

4. For the purpose of complying with the notification requirement set out in Article 5(5) of Regulation (EU) No 596/2014, the entities undertaking the stabilisation, whether or not they act on behalf of the issuer or the offeror, shall record each stabilisation order or transaction in securities and associated instruments pursuant to Article 25(1) and Article 26(1), (2) and (3) of Regulation (EU) No 600/2014 of the European Parliament and of the Council(1). The entities undertaking the stabilisation, whether or not acting on behalf of the issuer or the offeror, shall notify all stabilisation transactions in securities and associated instruments carried out to:

(a) the competent authority of each trading venue on which the securities under the stabilisation are admitted to trading or are traded;

(b) the competent authority of each trading venue where transactions in associated instruments for the stabilisation of securities are carried out.

5. The issuer, the offeror and any entity undertaking the stabilisation, as well as the persons acting on their behalf, shall appoint one among them to act as central point responsible:

(a) for the public disclosure requirements referred to in paragraphs 1, 2 and 3; and

(b) for handling any request from any of the competent authorities referred to in paragraph 4.

Article 7 U.K. Price conditions

1. In the case of an offer of shares or other securities equivalent to shares, stabilisation of the securities shall not in any circumstances be carried out above the offering price.

2. In the case of an offer of securitised debt convertible or exchangeable into shares or into other securities equivalent to shares, stabilisation of these debt instruments shall not in any circumstances be carried out above the market price of those instruments at the time of the public disclosure of the final terms of the new offer.

Article 8 U.K. Conditions for ancillary stabilisation

Ancillary stabilisation shall be undertaken in accordance with Articles 6 and 7 and comply with the following conditions:

(a)

securities shall be overallotted only during the subscription period and at the offer price;

(b)

a position resulting from the exercise of an overallotment facility by an investment firm or credit institution which is not covered by the greenshoe option shall not exceed 5 % of the original offer;

(c)

the greenshoe option shall be exercised by the beneficiaries of such an option only where the securities have been overallotted;

(d)

the greenshoe option shall not amount to more than 15 % of the original offer;

(e)

the period during which the greenshoe option may be exercised shall be the same as the stabilisation period pursuant to Article 5;

(f)

the exercise of the greenshoe option shall be disclosed to the public promptly, together with all appropriate details, including in particular the date of exercise of the option and the number and nature of securities involved.

(1)

Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (OJ L 173, 12.6.2014, p. 84).