FINANCIAL COMMUNICATION: FRAMEWORK AND PRACTICES - 2019 EDITION

20 5  z REQUIREMENT FOR MARKET DISCLOSURE OF “INSIDER INFORMATION” CONCERNING THE ISSUER For periodic information or for specific circumstances within which regulations require disclosure, the driver of the disclosure requirement is based upon one or several objective criteria, which require no judgement on the part of the issuer . The issuer must promptly publish an annual financial report with respect to each financial year (periodic information) or publish a prospectus when its securities are offered to the public or admitted to trading on a regulated market, unless exempted from doing so. On the other hand, for ongoing information , it is the responsibility of the issuer to determine whether or not this information should be disclosed to the public in accordance with the principles contained in the Market Abuse Regulation. Consequently, the AMF recommends that issuers devise internal procedures to assess whether or not a given piece of information constitutes insider information 16 . Article 7 of the Market Abuse Regulation defines insider information as information of a precise nature , which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public , would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments, meaning information that a reasonable investor would be likely to use as part of the basis of his or her investment decisions. Information shall be deemed to be of a precise nature if it indicates a set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the financial instruments or the related derivative financial instruments, the related spot commodity contracts, or the auctioned products based on the emission allowances.These circumstances or events may be of a financial, strategic, technical, organisational or legal nature. The Court of Justice of the European Union in its judgement of March 11, 2015 (C-628/13) had already specified that information could be considered as being true even if the direction of a change in the price of the financial instruments concerned could not be determined with a sufficient degree of probability. Taken literally, this decision gave the obligation to disclose ongoing financial information a significantly broader scope. In the same judgement, the Court of Justice reaffirmed that the definition of insider information is the same regardless of whether there is an obligation to disclose information or an obligation to refrain from trading (insider dealing). 16 – AMF Position/ Recommendation no. 2016-08 of October 26, 2016 – Guide to ongoing disclosures and the management of insider information.