• MKT 7.3 MKT 7.3 Disclosure of interests by Connected Persons

    • Guidance

      Section 76 of the FSMR requires certain persons connected to a Reporting Entity to make certain disclosures to the Regulator and the Reporting Entity in accordance with the requirements prescribed in these Rules.

    • Application

      • MKT 7.3.1 MKT 7.3.1

        This Rule applies to a Connected Person of a Reporting Entity other than that of a Listed Fund.

        • Guidance

          Chapter 3 contains Connected Person disclosure requirements relevant to Listed Funds.

    • Definitions

      • MKT 7.3.2

        (1) For the purposes of section 76 of the FSMR, a Person is hereby prescribed as a Connected Person of a Reporting Entity if that Person:
        (a) is a Director or an individual involved in the Senior Management of either:
        (i) the Reporting Entity; or
        (ii) a Controller of the Reporting Entity; or
        (b) owns, whether legally or beneficially, or controls, whether directly or indirectly, voting Securities carrying more than 5% of the voting rights attaching to all the voting Securities of either:
        (i) the Reporting Entity; or
        (ii) a Controller of the Reporting Entity.
        (2) In (1), a Person is a Controller of a Reporting Entity if that Person (the first person), either alone or with his Associates, controls the majority of the voting rights in, or the right to appoint or remove the majority of the Board of, the Reporting Entity or any Person who has similar control over the first person, including an ultimate Controller of the first person.
        (3) For the purposes of determining whether a Person:
        (a) owns or controls voting Securities in (1)(b); or
        (b) controls the voting rights in or the right to appoint or remove the majority of the Board of a Reporting Entity or a Controller of a Reporting Entity in (2),
        any Securities held by that Person and his Associates, including those in which that Person or an Associate of that Person has a beneficial interest, are deemed as his Securities except as specified in (3).
        (4) For the purposes of (3), Securities are not deemed as his Securities where:
        (a) any such Securities are held by that Person on behalf of another Person who is not an Associate of that Person; and
        (b) the Person does not have control over the voting rights attaching to the Securities because some other Person exercises those rights or manages those Securities on a discretionary basis.
        (5) A Person is not a Connected Person of a Reporting Entity merely by reason that:
        (a) its Structured Products are admitted to trading on a Recognised Body; or
        (b) such Person:
        (i) owns or holds voting Securities solely in its capacity as trustee, nominee or custodian under an agreement to hold such Securities; and
        (ii) does not exercise any voting or other rights associated with the Securities except in accordance with the express instructions of the owner of the Securities or in accordance with the agreement in (i).

    • Events that trigger a disclosure

      • MKT 7.3.3 MKT 7.3.3

        (1) A Connected Person must make the disclosures required under section 76 (the "Disclosure") with the Regulator and the Reporting Entity within five Business Days of the occurrence of any of the events prescribed in (2) and (3).
        (2) In the case of a Person who is a Connected Person under Rule 7.3.2(1)(a), that Person must make the Disclosure:
        (a) upon becoming or ceasing to be a Director of a Controller of the Reporting Entity;
        (b) upon acquiring or ceasing to hold either alone or with an Associate of the Person any Securities or other investments in or relating to the Reporting Entity or a Controller of the Reporting Entity; and
        (c) upon an increase or decrease of at least 1% of the level of interest previously reported pursuant to (b).
        (3) In the case of a Person who is a Connected Person under Rule 7.3.2(1)(b), that Person must make the Disclosure:
        (a) upon acquiring or ceasing to hold voting Securities carrying more than 5% of the voting rights attaching to all voting Securities of either the Reporting Entity or a Controller of the Reporting Entity; and
        (b) upon an increase or decrease of at least 1% of the level of interest previously reported pursuant to (a).

        • MKT 7.3.4

          A disclosure made by a Connected Person must contain the following information:

          (1) the name and address of the Connected Person;
          (2) the date on which the event giving rise to the obligation to make the Disclosure occurred;
          (3) the date on which the filing was made; and
          (4) the price, amount and class of Securities or other investments as is relevant in relation to the transaction or other event and the previous and new level of interest held.

    • Content of the disclosure

      • MKT 7.3.5

        Upon a Connected Person making a disclosure to the Reporting Entity, the Reporting Entity must, as soon as possible, make market disclosure of that information in accordance with Rule 7.7.1.

    • Market disclosure

      • MKT 7.3.6

        Upon a Connected Person making a disclosure to the Reporting Entity, the Reporting Entity must, as soon as possible, make market disclosure of that information in accordance with Rule 7.7.1.