S.I. No. 342/2005 - Market Abuse (Directive 2003/6/EC) Regulations 2005

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

2. In the case of an offer of securitised debt convertible or exchangeable into instruments as referred to in paragraph 1, stabilisation of those instruments shall not in any circumstances be executed above the market price of those instruments at the time of the public disclosure of the final terms of the new offer.

Article 11

Conditions for ancillary stabilisation

In order to benefit from the exemption provided for in Article 8 of Directive 2003/6/EC ancillary stabilisation must be undertaken in accordance with Article 9 of this Regulation and with the following

(a) relevant securities may 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 may not exceed 5 % of the original offer;

(c) the greenshoe option may be exercised by the beneficiaries of such an option only where relevant securities have been overallotted

(d) the greenshoe option may not amount to more than 15 % of the original offer;

(e) the exercise period of the greenshoe option must be the same as the stabilisation period required under Article 8;

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

CHAPTER IV

FINAL PROVISION

Article 12

Entry into force

This Regulation shall enter into force in Member States on the day of its publication in the Official Journal of the European Union.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

Done at Brussels, 22 December 2003.

For the Commission

Frederik Bolkestein

Member of the Commission

GIVEN under my Official Seal, 5

th

day of July 2005

Micheál Martin

Minister for Enterprise, Trade and Employment.

EXPLANATORY NOTE

(This note is not part of the instrument and does not purport to be a legal interpretation).

These Regulations along with Part 4 of

The Investment Funds, Companies and Miscellaneous Provisions Act 2005

give effect to Directive 2003/6/EC and the implementing Directives 2003/124/EC, 2003/125/EC and 2004/72/EC on insider dealing and market manipulation (market abuse).

1

OJ L096, 12.04.2003, p.16

2

OJ L126, 26.05.2000, p.1

3

OJ L141, 11.06.1993, p.27

4

OJ L345, 31.12.2003, p.64

5

OJ L281, 23.11.1995, p.31

1

OJ L 96, 12.4.2003, p. 16

2

CESR was established by Commission Directive 2001/521/EC (OJ L191, 13.7.2001, p. 43)

3

OJ L 26, 31.1.1977, p. 1

4

OJ L 141, 11.6.1993, p. 27

5

OJ L 126, 26.5.2005, p. 1

6

OJ L 184, 6.7.2001, p. 1

3. Within one week of the end of the stabilisation period, the following information must be adequately disclosed to the public by issuers, offerors, or entities undertaking the stabilisation acting, or not, on behalf of such persons

(a) whether or not stabilisation was undertaken;

(b) the date at which stabilisation started;

(c) the date at 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.

4. Issuers, offerors, or entities undertaking the stabilisation, acting or not, on behalf of such persons, must record each stabilisation order or transaction with, as a minimum the information specified in Article 20(1) of Directive 93/22/EEC extended to financial instruments other than those admitted or going to be admitted to the regulated market.

5. Where several investment firms or credit institutions undertake the stabilisation acting, or not, on behalf of the issuer or offeror, one of those persons shall act as central point of inquiry for any request from the competent authority of the regulated market on which the relevant securities have been admitted to trading.

Article 10

Specific price conditions

6. “relevant securities” means transferable securities as defined in Directive 93/22/EEC which are admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made, and which are the subject of a significant distribution;

7. “stabilisation” means any purchase or offer to purchase relevant securities, or any transaction in associated instruments equivalent thereto, by investment firms or credit institutions, which is undertaken in the context of a significant distribution of such relevant securities exclusively for supporting the market price of these relevant securities for a predetermined period of time, due to a selling pressure in such securities;

8. “associated instruments” means the following financial instruments (including those which are not admitted to trading on a regulated market, or for which a request for admission to trading on such a market has not been made, provided that the relevant competent authorities have agreed to standards of transparency for transactions in such financial instruments)

(a) contracts or rights to subscribe for, acquire or dispose of relevant securities;

(b) financial derivatives on relevant securities;

(c) where the relevant securities are convertible or exchangeable debt instruments, the securities into which such convertible or exchangeable debt instruments may be converted or exchanged;

(d) instruments which are issued or guaranteed by the issuer or guarantor of the relevant securities and whose market price is likely to materially influence the price of the relevant securities, or vice versa;

(e) where the relevant securities are securities equivalent to shares, the shares represented by those securities (and any other securities equivalent to those shares).

9. “significant distribution” means an initial or secondary offer of relevant securities publicly announced and distinct from ordinary trading both in terms of the amount in value of the securities offered and the selling methods employed;

10. “offer or” means the prior holders of, or the entity issuing, the relevant securities;

11. “allotment” means the process or processes by which the number of relevant securities to be received by investors who have previously subscribed or applied for them is determined;

12. “ancillary stabilisation” means the exercise of an overallotment facility or of a greenshoe option by investment firms or credit institutions, in the context of a significant distribution of relevant securities, exclusively for facilitating stabilisation activity;

13. “overallotment facility” means a clause in the underwriting agreement or lead management agreement which permits acceptance of subscriptions or offers to purchase a greater number of relevant securities than originally offered;

14. “greenshoe option” means an option granted by the offeror in favour of the investment firm(s) or credit institution(s) involved in the offer for the purpose of covering overallotments, under the terms of which such firm(s) or institution(s) may purchase up to a certain amount of relevant securities at the offer price for a certain period of time after the offer of the relevant securities.

CHAPTER II

“BUY-BACK” PROGRAMMES

Article 3

Objectives of buy-back programmes

In order to benefit from the exemption provided for in Article 8 of Directive 2003/6/EC, a buy-back programme must comply with Articles 4, 5 and 6 of this Regulation and the sole purpose of that buy-back programme must be to reduce the capital of an issuer (in value or in number of shares) or to meet obligations arising from any of the following

(a) debt financial instruments exchangeable into equity instruments;

(b) employee share option programmes or other allocations of shares to employees of the issuer or of an associate company.

Article 4

Conditions for “buy-back” programmes and disclosure

15. (1) The Bank shall cooperate with and render assistance to competent authorities in other Member States whenever necessary for the purpose of performing the functions of competent authorities under the relevant community acts (in particular, the exchange of information and cooperation in investigation activities).

(2) Subject to

paragraph (3)

, the Bank shall, on receipt of a request for information from a competent authority for the purpose referred to in

paragraph (1)

-

(a) immediately supply the information to that competent authority,

(b) if necessary, immediately take the measures necessary to collect the required information, or

(c) if unable to supply the requested information immediately, notify that competent authority of the reasons.

(3) The Bank may refuse to supply information requested by a competent authority for the purpose referred to in

paragraph (1)

where -

(a) communication may adversely affect the sovereignty, security or public policy of the State,

(b) judicial proceedings have already been initiated in the State in respect of the same actions and against the same person before the authorities of the State, or

(c) a final judgment of a court of competent jurisdiction has already been delivered in relation to such persons for the same actions in the State.

(4) The Bank shall -

(a) notify the competent authority of a refusal under

paragraph (3)

, and

(b) if the reason for the refusal falls within

paragraph (3)(b)

or

(c)

provide as detailed information as is possible on the relevant judicial proceedings or final judgment, as the case may be.

(5) Without prejudice to the obligations of the Bank with respect to criminal proceedings in the State, the Bank shall use information received from competent authorities of other Member States pursuant to Article 16(1) of the 2003 Market Abuse Directive only -

(a) for the exercise of its functions under the relevant community acts, and

(b) in the context of administrative or judicial proceedings specifically related to the exercise of those functions,

unless the Bank seeks and receives the consent of the competent authority that sent the information to use such information for other purposes or to forward the information received to competent authorities of other Member States.

(6) Without prejudice to the obligations of the competent authorities in other Member States with respect to criminal proceedings in such Member States, the Bank shall not give information to competent authorities of other Member States pursuant to Article 16(1) of the 2003 Market Abuse Directive unless such other competent authority of such other Member State agrees to use such information only -

(a) for the exercise of its functions under the relevant community acts, and

(b) in the context of administrative or judicial proceedings specifically related to the exercise of those functions,

unless the competent authority receiving information from the Bank seeks and receives the consent of the Bank to use such information for other purposes or to forward the information received to competent authorities of other Member States.

(7) The Bank shall give notice to the competent authority of another Member State, in as specific manner as possible, if it believes that -

(a) acts contrary to the relevant community acts are being, or have been carried out within the territory of the Member State, or

(b) acts are affecting financial instruments traded on a regulated market situated in the Member State.

(8) Upon receipt by the Bank of any notice from a competent authority of another Member State that -

(a) acts contrary to the relevant community acts are being, or have been carried out within the territory of the State, or

(b) acts are affecting financial instruments traded on a regulated market situated in the State,

then, without prejudice to the competence of that notifying competent authority, the Bank shall take appropriate action and inform the notifying competent authority of the outcome and, so far as possible, of significant interim developments.

(9) The Bank shall consult with the appropriate competent authorities on any proposed follow-up with respect to any matter which is or was the subject of any notice given or received by the Bank under

paragraph (7)

or

(8).

(10) The Bank -

(a) may request that an investigation be carried out by a competent authority of another Member State in the territory of the Member State and

(b) may further request that agents or employees of the Bank may accompany the personnel of the competent authority of the Member State during the course of the investigation.

(11) Subject to

paragraph (13)

, upon receipt of a request from a competent authority of another Member State, the Bank shall conduct an investigation in the State with respect to the subject matter of the request.

(12) Subject to

paragraph (13)

, if requested by a competent authority of another Member State, the Bank may permit personnel of the competent authority to accompany personnel of the Bank during the course of an investigation conducted under

paragraph (11)

.

(13) The Bank may refuse to initiate an investigation upon receipt of a notice under

paragraph (14)

, or refuse to permit the personnel of another competent authority to accompany its personnel pursuant to a request under

paragraph (12)

, where -

(a) the investigation might adversely affect the sovereignty, security or public policy of the State,

(b) judicial proceedings have already been initiated in respect of the same actions and against the same persons before the authorities of the State or

(c) a final judgment of a court of competent jurisdiction has already been delivered in relation to such persons for the same actions in the State.

(14) The Bank shall -

(a) notify the competent authority concerned of a refusal under

paragraph (13)

, and

(b) if the reason for the refusal falls with

paragraph (13)(b)

or

(c)

, provide as detailed information as is possible on the relevant judicial proceedings or final judgment, as the case may be.

PART 3

Fair presentation of recommendations

Interpretation (

Part 3

)

16. In this Part, unless the context otherwise requires -

“distribution channels” means a channel through which information is, or is likely to become, publicly available;

“issuer” means an issuer of a financial instrument to which -

(a) these Regulations apply pursuant to

Regulation 4

, and

(b) a recommendation relates, directly or indirectly,

“likely to become publicly available information” means information to which a large number of persons have access;

“recommendation” means research or other information recommending or suggesting an investment strategy, explicitly or implicitly, concerning one or several financial instruments or the issuers of financial instruments, including any opinion as to the present or future value or price of such instruments, intended for distribution channels or for the public;

“related company” means a related company within the meaning of

section 140

of the

Companies Act 1990

;

“relevant person” means a person producing or disseminating recommendations in the exercise of the person's profession or the conduct of the person's business;

“research or other information recommending or suggesting investment strategy” means -

(a) information -

(i) produced by an independent analyst, an investment firm, a credit institution, any other person whose main business is to produce recommendations or a person working for any of them under a contract of employment or otherwise, and

(ii) that, directly or indirectly, expresses a particular investment recommendation in respect of a financial instrument or an issuer of financial instruments, or

(b) information produced by persons other than the persons referred to in

paragraph (a)(i)

of this definition which directly recommends a particular investment decision in respect of a financial instrument.

Production and dissemination of recommendations

17. A person who produces or disseminates recommendations shall -

(a) take reasonable care to ensure that the recommendations are fairly presented, and

(b) disclose any interests in or conflicts of interest concerning the financial instruments and issuer to which the recommendation relates.

Identity of producer of recommendation

18. (1) Without prejudice to the generality of

Regulation 17

but subject to

Regulation 26

, any person who produces a recommendation shall ensure that the recommendation discloses clearly and prominently -

(a) the name and job title of the individual who prepared the recommendation, and

(b) the name of the person responsible for its production.

(2) Subject to

Regulation

26, where the relevant person responsible for the preparation or production of a recommendation is an investment firm or a credit institution the investment firm or credit institution shall ensure that the recommendation indicates clearly and prominently the identity of the relevant competent authority of the investment firm or credit institution, as the case may be.

(3) Subject to

Regulation

26, where the relevant person responsible for the preparation or production of a recommendation is neither a credit institution nor an investment firm but is subject to self-regulatory standards or codes of conduct, the relevant person shall ensure that a reference to those standards or codes, as the case may be, is disclosed clearly and prominently in the recommendation.

General standard for fair presentation of recommendations

19. (1) Subject to

Regulation

26, a relevant person responsible for the preparation or production of recommendations shall take reasonable care to ensure that -

(a) facts are clearly distinguished from interpretations, estimates, opinions and other types of non-factual information,

(b) all sources are reliable or, where there is any doubt as to whether a source is reliable, this is clearly indicated, and

(c) all projections, forecasts and price targets are clearly labelled as such and that the material assumptions made in producing or using them are indicated.

(2) Subject to

Regulation

26, a relevant person shall take reasonable care to ensure that any recommendation can be justified to the Bank if the Bank requests justification of the recommendation.

Additional obligations in relation to fair presentation of recommendations

20. (1) Without prejudice to the generality of

Regulation 19,

where a relevant person is an independent analyst, an investment firm, a credit institution, any related company, any other relevant person whose main business is to produce recommendations, or a person working for any of them under a contract of employment or otherwise, the relevant person shall take reasonable care to ensure that -

(a) subject to

paragraph (2)

, all substantially material sources are indicated, including -

(i) a description of the relevant issuer,

(ii) whether or not the recommendation has been disclosed to that issuer, and

(iii) whether or not following such a disclosure the recommendation has been amended before its dissemination,

(b) subject to

paragraph (2)

, any basis of valuation or other methodology used to evaluate a financial instrument or an issuer of a financial instrument, or to set a price target for a financial instrument, is adequately summarised,

(c) subject to

paragraph (2)

, the meaning of any recommendation made such as buy, sell or hold, which may include the time horizon of the investment to which the recommendation relates, is adequately explained and any appropriate risk warning, including a sensitivity analysis of the relevant assumptions, indicated,

(d) reference is made to the planned frequency, if any, of updates of the recommendation and to any major changes in the coverage policy previously announced,

(e) the date on which the recommendation was first released for distribution is indicated clearly and prominently, as well as the relevant date and time for any financial instrument price mentioned, and

(f) where a recommendation differs from a recommendation concerning the same financial instrument or issuer, issued during the 12 months immediately preceding its release, this change and the date of the earlier recommendation are indicated clearly and prominently.

(2) Where the requirements of

paragraph (1)(a), (b)

or

(c)

would be disproportionate in relation to the length of the recommendation distributed, it is sufficient to make clear and prominent reference in the recommendation to a place where the required information can be directly and easily accessed by the public, such as a direct Internet link to that information on an appropriate Internet site of the relevant person, provided that there has been no change in the methodology or basis of valuation used.

General standard for disclosure of interests and conflicts of interest

21. (1) Subject to

paragraphs (2), (3)

and

(4)

and

Regulation

26, a relevant person shall disclose in any recommendation all relationships and circumstances that may reasonably be expected to impair the objectivity of the recommendation, in particular where the relevant person has -

(a) a significant financial interest in one or more of the financial instruments which are the subject of the recommendation, or

(b) a significant conflict of interest with respect to an issuer to which the recommendation relates.

(2) Where a relevant person is a legal person,

paragraph (1)

also applies to any person working for, or providing a service to, the relevant person under a contract of employment or otherwise, who was involved in preparing the recommendation.

(3) Where the relevant person is a legal person, the information to be disclosed in accordance with

paragraph (1)

shall include the following -

(a) any interests or conflicts of interest of the relevant person or of related companies that are accessible or reasonably expected to be accessible to the persons involved in the preparation of the recommendation, and

(b) any interests or conflicts of interest of the relevant person or of related companies known to persons who, although not involved in the preparation of the recommendation, had or could reasonably be expected to have access to the recommendation prior to its dissemination to customers or the public.

(4) Where a disclosure under this Regulation would be disproportionate in relation to the length of the recommendation distributed, it is sufficient to make clear and prominent reference in the recommendation to a place where the disclosure can be directly and easily accessed by the public, such as a direct Internet link to the disclosure on an appropriate Internet site of the relevant person.

Additional obligations in relation to disclosure of interests or conflicts of interest

22. (1) Without prejudice to the generality of

Regulation 21

but subject to

paragraph (4)

, where a relevant person is an independent analyst, an investment firm, a credit institution any related company, or any other relevant person whose main business is to produce recommendations, the relevant person shall, in any recommendation produced by the relevant person, disclose clearly and prominently the following information on their interests and conflicts of interest -

(a) any major shareholdings that exist between the relevant person or any related company on the one hand and the issuer on the other hand (b) any other significant financial interests held by the relevant person or any related company in relation to the issuer,

(c) where applicable, a statement that the relevant person or any related company is a market maker or liquidity provider in the financial instruments of the issuer,

(d) where applicable, a statement that the relevant person or any related company has been lead manager or co-lead manager during the previous 12 months of any publicly disclosed offer of financial instruments of the issuer,

(e) where applicable, a statement that the relevant person or any related company is party to any other agreement with the issuer relating to the provision of investment banking services, provided that this would not entail the disclosure of any confidential commercial information and that the agreement -

(i) has been in effect during the previous 12 months, or

(ii) has given rise during the same period to a payment of compensation or to a promise to pay compensation, and

(f) where applicable, a statement that the relevant person or any related company is party to an agreement with the issuer relating to the production of the recommendation.

(2) For the purposes of

paragraph (1)(a)

, “major shareholdings” include -

(a) a shareholding held by the relevant person or any related company that exceeds 5 % of the total issued share capital in the issuer, and

(b) a shareholding held by the issuer exceeding 5 % of the total issued share capital in the relevant person or any related company.

(3) Without prejudice to the generality of

Regulation 21

and of

paragraph (1)

, a relevant person which is an investment firm or a credit institution shall disclose clearly and prominently -

(a) in general terms, the organisational and administrative arrangements set up within the investment firm or the credit institution, as the case may be, for the prevention and avoidance of conflicts of interest with respect to recommendations, including information barriers,

(b) with respect to persons working for the investment firm or the credit institution, as the case may be, under a contract of employment or otherwise who are involved in preparing a recommendation, whether or not the remuneration of such persons is tied to investment banking transactions performed by the investment firm or credit institution, as the case may be, or any related company,

(c) where persons referred to in

subparagraph (b)

receive or purchase the shares of the issuers prior to a public offering of the shares, the price at which the shares were acquired and the date of acquisition, and

(d) on a quarterly basis, the proportion of all recommendations that fall within the categories buy, hold, sell or equivalent terms, as well as the proportion of issuers corresponding to each of those categories to which the investment firm or the credit institution, as the case may be has supplied material investment banking services over the previous 12 months.

(4) Where a disclosure under this Regulation would be disproportionate in relation to the length of the recommendation distributed, it is sufficient to make clear and prominent reference in the recommendation to a place where the disclosure can be directly and easily accessed by the public, such as a direct Internet link to the disclosure on an appropriate Internet site of the relevant person.

Dissemination of recommendations produced by third parties

23. (1) Subject to

paragraph (5)

, a relevant person who disseminates a recommendation produced by a third party shall ensure that the recommendation indicates clearly and prominently the identity of the relevant person.

(2) Subject to

paragraph (5)

, where a recommendation produced by a third party is substantially altered within the disseminated information, the person disseminating the information shall clearly indicate the substantial alteration in detail.

(3) Subject to

paragraph (5)

, where a substantial alteration referred to in

paragraph (2)

consists of a change of the direction of the recommendation (such as changing a buy recommendation into a hold or sell recommendation or vice versa), the person disseminating the substantial alteration shall comply with the requirements of

Regulations 18

to

21

as respects the substantial alteration.

(4) Subject to

paragraph (5)

, a relevant person who disseminates a substantially altered recommendation shall have a formal written policy so that the persons receiving the information may be directed to where they can have access to such of the following that are publicly available -

(a) the identity of the producer of the recommendation,

(b) the recommendation, and

(c) the disclosure of the producer's interests or conflicts of interest.

(5)

Paragraphs (1)

to

(4)

do not apply to news reporting on recommendations produced by a third party where the substance of the recommendation is not altered.

(6) Where there is dissemination of a summary of a recommendation produced by a third party, the relevant persons disseminating the summary shall ensure that the summary -

(a) is clear and not misleading, and

(b) mentions such of the following that are publicly available -

(i) the source document, and

(ii) where disclosures relating to the source document can be directly and easily accessed by the public.

Additional obligations for investment firms and credit institutions

24. (1) Without prejudice to the generality of

Regulation 23

, where the relevant person -

(a) is an investment firm or credit institution or a person working for the investment firm or credit institution, as the case may be, under a contract of employment or otherwise, and

(b) disseminates recommendations produced by a third party,

then the relevant person shall ensure that the recommendation includes a clear and prominent disclosure of the name of the competent authority of the investment firm or credit institution as the case may be.

(2) Where the producer of a recommendation referred to in

paragraph (1)

has not already disseminated the recommendation through a distribution channel, the requirements of

Regulation 22

shall be met by the disseminator of the recommendation.

(3) Where an investment firm or credit institution referred to in

paragraph (1)

has substantially altered a recommendation,

Regulations 18

to

22

shall apply with all necessary modifications.

Non-written recommendations

25. The requirements of

Regulations 18, 19, 20, 21(1)

and

22

may be satisfied, in the case of a recommendation which is not in writing, by reference to a place where the information concerned may be directly and easily accessed by the public, such as a direct Internet link to an appropriate Internet site of the relevant person.

Exemption for journalists

26. (1)

Regulations 18, 19

and

21

do not apply to recommendations produced or disseminated by journalists in the State subject to equivalent appropriate regulation.

(2) Without prejudice to

paragraph (1)

, where a journalist acts in a journalist's professional capacity, the dissemination of information will be assessed, for the purposes of the definition of “market manipulation”, taking into account the code of conduct governing the journalist's profession, unless the journalist derives, directly or indirectly, an advantage or profit from the dissemination of the information concerned.

(3) For the purposes of this Regulation, “equivalent appropriate regulation” means such regulation (including self-regulation) as the Bank considers equivalent to the requirements of

Regulations 18, 19

and

21

.

PART 4

Powers of the Bank

Definitions (

Part 4

)

27. In this Part, unless the context otherwise requires -

“authorised officer” means an authorised officer appointed under

Regulation 28(1)

;

“records” means any book, document or any other written or printed material in any form including any information (including phone and data traffic records) stored, maintained or preserved by means of any mechanical or electronic device, whether or not stored maintained or preserved in a legible form;

“relevant records” means records relating to the activities of persons to whom these Regulations apply;

“responsible authority” means -

(a) the Chief Executive of the Irish Financial Services Regulatory Authority, or

(b) any person to whom the Chief Executive of that Authority has delegated responsibility for appointing authorised officers.

Power to appoint authorised officers

28. (1) A responsible authority may, in writing -

(a) authorise such and so many persons as the authority considers necessary to be authorised officers for the purposes of these Regulations, and

(b) revoke any such authorisation.

(2) An appointment under

paragraph (1)(a)

may be for a specified or unspecified period.

(3) Every authorised officer shall -

(a) be furnished with a certificate of his or her appointment as an authorised officer, and

(b) when exercising a power under these Regulations of an authorised officer, produce the certificate, together with some form of personal identification, if requested to do so by a person affected by the exercise of that power -

(4) An appointment under

paragraph (1)

of a person as an authorised officer ceases -

(a) when the responsible authority concerned revokes the appointment,

(b) the person dies or resigns from the appointment,

(c) if the appointment is for a specified period, when the period ends,

(d) if the person appointed is an officer of the Irish Financial Services Regulatory Authority, when the person ceases to be such an officer, or

(e) if the person appointed is an officer of an authority or market undertaking to which the Bank has delegated powers and functions under

Regulation 33(1)(c)

, when the person ceases to be such an officer.

Powers of authorised officers

29. (1) An authorised officer may, for the purposes of enforcing compliance with these Regulations (including carrying out investigations in relation thereto), do all or any of the following -

(a) at all reasonable times enter any premises at which there are reasonable grounds to believe that there are any relevant records,

(b) search and inspect the premises referred to in

subparagraph (a)

and any relevant records on the premises,

(c) secure for later inspection the premises or any part of the premises in which relevant records are kept or in which the officer has reasonable grounds for believing the relevant records are kept,

(d) require any person to whom these Regulations apply to produce to the officer relevant records, and if the information is in a non-legible form to reproduce it in a legible form or to give to the officer such information as the officer reasonably requires in relation to entries in the relevant records,

(e) inspect and take copies of relevant records inspected or produced under this Regulation (including, in the case of information in a non-legible form, a copy of all or part of the information in a permanent legible form),

(f) remove and retain any of the relevant records inspected or produced under this Regulation for such period as may be reasonable to facilitate further examination,

(g) require a person to give to the officer information (including give information by way of a written report) that the officer reasonably requires in relation to activities covered by these Regulations and to produce to the officer any relevant records that the person has or has access to,

(h) require a person by or on whose behalf data equipment is or has been used, or any person who has charge of, or is otherwise concerned with the operation of, the data equipment or any associated apparatus or material, to give the officer all reasonable assistance in relation thereto and

(i) require a person to explain entries in any relevant records.

(2) An authorised officer shall not, except with the consent of the occupier, enter a private dwelling (other than a part of the dwelling used as a place of work) unless the officer has obtained a warrant from a judge of the District Court.

(3) Where any person from whom production of a relevant record is required claims a lien thereon, the production of it shall be without prejudice to the lien.

(4) The requirement to produce any relevant record or report or to provide information or assistance under this Regulation extends to -

(a) a liquidator or receiver of, or any person who is or has been an officer or employee or agent of, a person to whom these Regulations apply, or

(b) any other person who appears to the Bank or the authorised officer to have the relevant record or report in his or her possession or under his or her control or the ability to provide information or assistance, as the case may be.

(5) An authorised officer may, if the officer considers it necessary, be accompanied by a member of the Garda Síochána or by another authorised officer when exercising a power under this Part.

Warrants

30. (1) When an authorised officer in the exercise of the authorised officer's powers under

Regulation 29(1)

-

(a) is prevented from entering any premises, or

(b) believes that there are relevant records in a private dwelling,

the authorised officer or the responsible authority by whom the authorised officer was appointed may apply to a judge of the District Court for a warrant under this Regulation authorising the entry by the authorised officer into the premises or the private dwelling, as the case may be.

(2) If on an application under

paragraph (1)

a judge of the District Court is satisfied, on the information of the applicant, that the authorised officer concerned -

(a) has been prevented from entering any premises, or

(b) has reasonable grounds for believing that there are relevant records in a private dwelling,

then the judge may issue a warrant under the judge's hand authorising the authorised officer accompanied, if the judge considers it appropriate to so provide, by such number of members of the Garda Síochána as may be specified in the warrant, at any time within 4 weeks from the date of issue of the warrant, to enter, if need be by force, the premises or private dwelling and exercise any of the powers referred to in

Regulation 29(1)

.

Directions by Bank

31. (1) Without prejudice to the power of the Bank to impose directions, conditions or other requirements under any enactment, where the Bank considers it necessary to do so in order to -

(a) ensure the integrity of financial markets in Member States,

(b) enhance investor confidence in those markets, or

(c) prevent any person from contravening or continuing to contravene a provision of these Regulations or any other provision of Irish market abuse law,

the Bank may, subject to

paragraphs (2)

and

(3)

, issue a direction in writing to any person.

(2) A direction under

paragraph (1)

shall -

(a) subject to

subparagraph (b)

, take effect on and after such date, or the occurrence of such event, as is specified in the direction for the purpose, and

(b) shall cease to have effect -

(i) on such date, or the occurrence of such event, as is specified in the direction for the purpose, or

(ii) on the expiration of the period of 12 months immediately following the day on which the direction takes effect,

whichever is the earlier.

(3) A direction under

paragraph (1)

shall be a direction to do one or more of the following -

(a) suspend the trading of any financial instrument,

(b) not to dispose of or otherwise dissipate any assets or specified assets of any person or not to do any of those things save where specified conditions are complied with,

(c) not to dispose of or otherwise dissipate any assets or specified assets the beneficial interest in which is vested in another person or persons or not to do any of those things save where specified conditions are complied with,

(d) being a credit institution, not to make any payments from an account held with the institution by a specified person or persons save with the prior consent of the Bank,

(e) not to accept, process or execute any further subscription or orders on behalf of a specified person,

(f) not to carry on a business (whether on the person's behalf or another's behalf) in a specified manner or otherwise than in a specified manner,

(g) not to engage in any practice that contravenes a provision of these Regulations or any other provision of Irish market abuse law,

(h) not to enter into of transactions of a specified kind or not to enter into such transactions except to a specified extent or except where specified conditions are complied with,

(i) not to publish a specified recommendation,

(j) to publish or disseminate in a specified manner information relating to a recommendation or an issuer or a financial instrument.

(4) A person may apply to the Court for, and the Court may, if it considers it appropriate to do so, grant an order setting aside or varying a direction under

paragraph (1)

.

(5) The Bank may, as respects a direction under this Regulation which, in its opinion has not been complied with or is unlikely to be complied with, (or, in the case of a direction referred to in

paragraph (2)(b)

or

(c)

, irrespective of whether it is of that opinion apply to the Court in a summary manner for such order as may be appropriate by way of enforcement of the direction and the Court may, as it thinks fit, on the hearing of the application, make or refuse to make an order providing for such relief.

(6) An application for an order under

paragraph (5)

shall be by motion, and the Court when considering the motion may make such interim or interlocutory order as it considers appropriate.

(7) An application under

paragraph (4)

may not be made if the direction concerned has been the subject of an order granted under

paragraph (5)

(but without prejudice to the right of a person, the subject of an order granted under

paragraph (5)

, to apply subsequently to the Court to have the order varied or discharged).

(8) The Court may direct the hearing together of applications made under

paragraphs (4)

and

(5)

that relate to the same direction.

(9) The Court may, if it thinks fit, vary or discharge an order made under paragraph (5).

(10) An application under

paragraph (4)

or

(5)

may be heard otherwise than in public.

(11) The Bank may give a direction amending or revoking a direction given by it under

paragraph (1)

but this power may not be exercised -

(a) if an order under

paragraph (5)

is for the time being in force in relation to the direction,

or

(b) to extend the period specified in the direction for which it is to have effect.

(12) On the expiry of the period specified in a direction for which it is to have effect, the Bank may give another direction under

paragraph (1)

(if it considers it necessary to do so on the grounds specified in

paragraph (1))

, in like or different terms, to the person concerned.

(13) The powers of the Bank under this Regulation are in addition to those conferred on it by any other enactment to give directions or impose conditions or requirements.

Privilege

32. Nothing in these Regulations shall -

(a) compel the disclosure by a person of any information which the person would, in the opinion of the Court, be entitled to refuse to produce on the grounds of legal professional privilege, or

(b) authorise the taking possession of any document containing such information which is in such person's possession.

Delegations, etc.

33. (1) The Bank may perform any of its functions under the relevant community acts -

(a) directly,

(b) in collaboration with other authorities or market undertakings,

(c) subject to

paragraph (5)

, by delegation to other authorities or market undertakings, or

(d) by applying to the Court.

(2) Subject to

paragraph (5)

, the Bank may delegate in writing to an approved stock exchange any one or more of its functions under these Regulations subject to such conditions as are specified in the delegation.

(3) A delegation under this Regulation does not prevent the performance by the Bank of the function delegated.

(4) Notwithstanding any delegation under this Regulation, the final responsibility for supervising compliance with the relevant community acts and the applicable provisions of Irish market abuse law shall be with the Bank.

(5) The Bank shall not delegate any of its functions under

Regulation 7, 15, 28(1) 31, 53

or

54

.

PART 5

Enforcement Provisions

Interpretation (

Part 5

)

34. (1) In this Part, unless the context otherwise requires -

“adverse assessment” means an assessment in which the assessor has decided that the assessee is committing or has committed a prescribed contravention;

“assessee” means the person the subject of an assessment;

“assessment” means an assessment referred to in

Regulation 35

;

“assessor” means an assessor appointed under

Regulation 35

;

“prescribed contravention” means a contravention of -

(a) any provision of

Regulation 5

or

6

,

(b) any provision of

Regulation 10, 11, 12

(except

Regulation 12(7)), 13

(except

Regulation 13(3)), 14

(except

Regulation 14(2))

,

17, 18, 19 20, 21, 22, 23, 24

or

47,

or

(c) a requirement under any provision of

Regulation 7

;

“qualifying holding” means -

(a) a direct or indirect holding of shares or other interest in a regulated financial service provider which represents 10% or more of the capital or the voting rights, or

(b) a direct or indirect holding of shares or other interest in a regulated financial service provider which represents less than 10% of the capital or voting rights but which, in the opinion of the Bank, makes it possible to control or exercise a significant influence over the management of the regulated financial service provider;

“regulated financial service provider” has the same meaning as it has in section 2(1) of the

Central Bank Act 1942

(No.

22 of 1942) as amended by section 2(g) of the

Central Bank and Financial Services Authority of Ireland Act 2004

(No.

21 of 2004);

“sanction” means any sanction referred to in any of

paragraphs (a)

to

(f)

of

Regulation 41

;

“specified sanctions”, in relation to an adverse assessment, means the sanction or sanctions referred to in

Regulation 35(8)

which may be imposed on the assessee.

(2) The provisions of this Part are made for the purposes of enabling the imposition of administrative sanctions.

Bank may appoint assessor

35. (1) Where the Bank has reason to suspect that a prescribed contravention is being committed or has been committed, the Bank may appoint an assessor (or, if the Bank thinks fit to do so, more than one assessor) to conduct an assessment as to -

(a) whether or not the assessee is committing or has committed the contravention, and

(b) if the assessor finds that the assessee is committing or has committed the contravention, the sanction or sanctions, if any, which the assessor considers is or are appropriate to be imposed on the assessee in respect of the contravention.

(2) The Bank may appoint an assessor who is not an officer, employee or official of the Bank and any such assessor so appointed is an agent of the Bank for the purpose of performing the functions of an assessor under this Part.

(3) The Bank shall provide the assessor with such administrative services (including technical and legal advice) as the Bank considers necessary to enable the assessor to perform the assessor's functions.

(4) The assessor shall, as soon as is practicable after the assessor's appointment as an assessor, give notice of the appointment to the assessee.

(5) The notice under

paragraph (4)

given to the assessee by the assessor shall contain -

(a) a statement that the assessor is appointed by the Bank under this Regulation,

(b) a statement in summary form of the grounds for conducting the assessment,

(c) a statement that, within a reasonable time specified by the assessor in the notice, the assessee may -

(i) make submissions in writing to the assessor, and

(ii) request the assessor to be permitted to make oral submissions about the matters to which the notice relates, and

(d) a statement that the assessor shall conduct the assessment even if no submissions referred to in

subparagraph (c)

are made.

(6) The assessor shall -

(a) consider any submissions made by the assessee, and

(b) conduct such investigations relating to the assessment as the assessor considers appropriate before issuing the assessment.

(7) The assessor shall issue the assessment to the Bank when the assessment is made.

(8) Where the assessor decides that a prescribed contravention is being committed or has been committed, the assessor shall ensure that the assessment includes -

(a) a statement of the grounds upon which the assessor made the assessment that the assessee is committing or has committed the contravention,

(b) a statement in summary form of the evidence upon which the assessment is based, and

(c) a statement of the sanction or sanctions, if any, which the assessor considers is or are appropriate to be imposed on the assessee in respect of the contravention.

(9) The appointment of an assessor may be for a specified or unspecified period.

(10) Subject to

Regulation 42(2)

, the assessment shall constitute the decision of the Bank, and references in this Part to an adverse assessment shall be construed accordingly.

Revocation of appointment of assessor

36. (1) Where the Bank is satisfied that the assessor has contravened

paragraph (2)

or is incapacitated, the Bank may revoke the appointment of the assessor at any time.

(2) The assessor (including a person proposed to be appointed as an assessor shall -

(a) disclose to the Bank any material interest that the assessor may have in any matter that may arise during the assessment,

(b) disclose to the Bank any actual or potential conflict of interest that the assessor may have in conducting an assessment,

(c) not use any inside information obtained during an assessment for any purpose other than the performance of the assessor's functions under this Part,

(d) not engage in misconduct during the assessment,

(e) perform the assessor's functions in accordance with the procedures and requirements set out in this Part, and

(f) issue an assessment that is not contrary to law.

Power to require witnesses to appear and give evidence

37. (1) The assessor may by notice given in or outside the State to a person require the person to do one or more of the following -

(a) appear before the assessor to give evidence (including give evidence on oath),

(b) produce documents specified in the notice which are in the person's custody or control,

(c) for the purposes of

subparagraph (a)

or

(b)

, attend before the assessor from day to day unless excused from attendance or released from further attendance by the assessor.

(2) The assessor may administer oaths for the purposes of the evidence referred to in

paragraph (1)(a)

.

(3) A witness at a hearing before the assessor has the same liabilities, privileges and immunities as a witness before the Court.

(4) Where a person (“person concerned”) -

(a) fails to comply with a notice under

paragraph (1)

,

(b) threatens or insults the assessor or any witness or person required to attend before the assessor,

(c) interrupts the proceedings of, or does not behave in an appropriate manner before, the assessor,

(d) obstructs or attempts to obstruct the assessor,

(e) discloses, or authorises the disclosure of, evidence given before the assessor or any of the contents of a document produced to the assessor that the assessor has instructed not to be published, or

(f) does anything else that, if the assessor were a court of law having power to commit for contempt, would be contempt for that court,

then -

(i) the assessor may apply to the Court for an order requiring the person concerned to do one or both of the following -

(I) to comply with the notice under

paragraph (1)

,

(II) to discontinue or not repeat the behaviour falling within any of the provisions of

subparagraphs (b)

to

(f)

, or behaviour of any similar kind, and

(ii) the Court, if satisfied that there is no reasonable excuse for the failure to comply with the notice under

paragraph (1)

or for the behaviour concerned, as the case may be, grant the order and such other orders as it considers appropriate to ensure that the person concerned cooperates with the assessor.

Referral to Court on question of law

38. (1) The Bank or the assessor may (including at the request of the assessee) refer a question of law arising in the assessment to the Court for determination by the Court.

(2) Where a question of law is referred under

paragraph (1)

-

(a) the assessor shall send to the Court all documents before the assessor that are relevant to the matter in question, and

(b) at the end of the proceedings in the Court in relation to the reference the Court shall cause the documents to be returned to the assessor.

Assessee to be issued copy of any adverse assessment, etc.

39. (1) Where the assessment of the assessor is that the assessee is committing or has committed a prescribed contravention, the Bank shall -

(a) issue the assessee with a copy of the adverse assessment (or, as the Bank thinks fit, so much of the adverse assessment as constitutes the statements referred to in

Regulation 35(8))

, and

(b) advise the assessee that -

(i) the assessee may appeal against the adverse assessment to the Court under

Regulation 40

, and

(ii) the Bank may apply to the Court under

Regulation 44

for an order confirming the adverse assessment (including the specified sanctions).

(2) Where the assessment of the assessor is that the assessee is neither committing nor has committed a prescribed contravention, the Bank shall issue the assessee with a statement to that effect.

Right of appeal against adverse assessment (including specified sanctions)

40. (1) The assessee may appeal against the adverse assessment (including the specified sanctions) not later than 28 days after the Bank has complied with

Regulation 39(1)

in relation to the assessee or within such further period as the Court allows.

(2) An appeal under

paragraph (1)

may be heard otherwise than in public.

(3) The Court may, pending the hearing and determination of an appeal under

paragraph (1)

, make such interim or interlocutory orders as the Court considers necessary in the circumstances.

(4) The Court shall determine an appeal under

paragraph (1)

by making -

(a) an order confirming, varying or setting aside the adverse assessment (including the specified sanctions), whether in whole or in part, or

(b) an order remitting the case to be decided again by the Bank in accordance with the directions of the Court.

(5) The determination of the Court on the hearing of an appeal under

paragraph

(1)

shall be final, except that a party to the appeal may apply to the Supreme Court to review the determination on a question of law.

(6) For the avoidance of doubt, it is declared that no variation of an adverse assessment under

paragraph (4)(a)

may provide for the imposition of a sanction on the assessee which is not a sanction referred to in

paragraphs (a)

to

(f)

of

Regulation 41

.

Sanctions that may be imposed by Bank

41. In the case of an adverse assessment, the Bank may impose on the assessee such of the following sanctions as are the specified sanctions -

(a) a private caution or reprimand,

(b) a public caution or reprimand,

(c) subject to

Regulation 46(2)

, a direction to pay to the Bank a monetary penalty (but not exceeding €2,500,000 in any case),

(d) a direction disqualifying the assessee from being concerned in the management of, or having a qualifying holding in, any regulated financial service provider for such time as is specified in the order,

(e) if the assessee is continuing to commit a prescribed contravention, a direction ordering the assessee to cease committing the prescribed contravention,

(f) a direction to pay to the Bank all or a specified part of the costs incurred by the Bank in investigating the matter to which the assessment relates and in holding the assessment (including any costs incurred by authorised officers).

Power to correct assessments

42. (1) Where the assessor or the Bank is satisfied that there is an obvious error in the text of an assessment, the assessor or the Bank, as the case may be, may alter the text of the assessment to remove the error.

(2) Where the text of an assessment is altered under

paragraph (1)

, the text as so altered shall be taken to be the decision of the Bank under

Regulation 35(10)

.

(3) In

paragraph (1)

, “obvious error”, in relation to the text of an assessment includes -

(a) a clerical or typographical error,

(b) an error arising from an accidental slip or omission, or

(c) a defect of form.

When specified sanctions take effect

43. (1) Where -

(a) no appeal under

Regulation 40

against the adverse assessment is lodged with the Court within the period for lodging the appeal, or

(b) an appeal under

Regulation 40

against the adverse assessment which has been lodged with the Court within the period for lodging the appeal is withdrawn or abandoned,

then the specified sanctions, as confirmed or varied in the order, if any, obtained under

Regulation 44(2)(a)

, shall take effect on the date of that order or such other date as the Court may specify in that order.

(2) Where an appeal under

Regulation 40

against the adverse assessment is lodged with the Court within the period for lodging the appeal, then the specified sanctions, as confirmed or varied in the order, if any, obtained under

Regulation 40(4)(a)

, shall take effect of the date of that order or such other date as the Court may specify in that order.

Enforcement of adverse assessment (including specified sanctions)

44. (1) Where -

(a) no appeal under

Regulation 40

against the adverse assessment is lodged with the Court within the period for lodging the appeal, or

(b) an appeal under

Regulation 40

against the adverse assessment which has been lodged with the Court within the period for lodging the appeal is withdrawn or abandoned,

then the Bank may apply to the Court for an order confirming the adverse assessment (including the specified sanctions).

(2) The Court shall determine an application under

paragraph (1)

by making -

(a) an order confirming, varying or setting aside the adverse assessment (including the specified sanctions), whether in whole or in part, or

(b) an order remitting the case to be decided again by the Bank in accordance with the directions of the Court.

(3) The Court shall not hear an application under

paragraph (1)

unless -

(a) the assessee appears at the hearing as respondent to the application, or

(b) if the assessee does not so appear, the Court is satisfied that a copy of the application has been served on the assessee.

(4) An application under

paragraph (1)

may be heard otherwise than in public.

(5) The Court may, on an application under

paragraph (1)

, make such interim or interlocutory orders as the Court considers necessary in the circumstances.

(6) The determination of the Court on the hearing of an application under

paragraph (1)

shall be final, except that the Bank or the respondent, if any, may apply to the Supreme Court to review the determination on a question of law.

(7) For the avoidance of doubt, it is declared that no variation of an adverse assessment under

paragraph (2)(a)

may provide for the imposition of a sanction on the assessee which is not a sanction referred to in

paragraphs (a)

to

(f)

of

Regulation 41

.

Publication of certain specified sanctions

45. The Bank shall publicly disclose the specified sanctions referred to in

paragraphs (c)

to

(f)

of

Regulation 41

, as confirmed or varied in the order concerned obtained under

Regulation 40(4)(a)

or

44(2)(a)

, that are imposed on the assessee unless the Bank considers that the disclosure would -

(a) seriously jeopardise the financial markets, or

(b) cause disproportionate damage to the parties involved.

Person not liable to be penalised twice for same contravention

46. (1) Where -

(a) a sanction referred to in

Regulation 41(c)

is to be imposed on the assessee by virtue of an order obtained under

Regulation 40(4)(a)

or

44(2)(a)

, and

(b) the acts which constitute the prescribed contravention to which the sanction relates also constitute an offence under a law of the State,

then the assessee is not, in respect of those acts, liable to be prosecuted or punished for that offence under that law.

(2) A sanction referred to in

Regulation 41(c)

in respect of a prescribed contravention shall not be imposed on the assessee where -

(a) the assessee has been found guilty or not guilty of having committed an offence under a provision of -

(i) these Regulations, or

(ii)

Part 4

of the Investment Funds, Companies and Miscellaneous Pensions 2005 Act, and

(b) all or some of the acts constituting that offence also constitute the prescribed contravention.

Person not to be concerned in management of regulated financial service provider while disqualified

47. A regulated financial service provider shall ensure that a person shall not be concerned in the management of, or have a qualifying holding in, the financial service provider while the person is subject to a sanction referred to in

Regulation 41(d)

that is in force.

Power of Bank to resolve suspected contraventions, etc.

48. (1) Where the Bank has reason to suspect that a person (“relevant party”) is committing or has committed a prescribed contravention, it may enter into an agreement in writing with the relevant party to resolve the matter (including at any time before an assessment, if any, has been issued in respect of the relevant party).

(2) An agreement entered into under

paragraph (1)

-

(a) is binding on the Bank and the relevant party, and

(b) may include terms under which the relevant party accepts the imposition of sanctions.

(3) An agreement entered into under

paragraph (1)

may be enforced by the Bank or the relevant party in a court of competent jurisdiction.

PART 6

offences and reports

Offences generally and application of

section 32

of Investment Funds, Companies and Miscellaneous Provisions Act 2005

49. (1) A person who contravenes -

(a) any provision of

Regulation 5

or

6

,

(b) any provision of

Regulation 10, 11, 12

(except

Regulation 12(7)

),

13

(except

Regulation 13(3)

),

14

(except

Regulation 14(2)

),

17, 18, 19 20, 21, 22, 23, 24 or 47

, or

(c) a requirement under any provision of

Regulation 7

,

is guilty of an offence and liable on summary conviction to a fine not exceeding €5,000 or imprisonment for a term not exceeding 12 months or both.

(2) Each offence under

paragraph (1)

consisting of a contravention of any provision of

Regulation 5

or

6

is an offence to which

section 32

of the

Investment Funds Companies and Miscellaneous Provisions Act 2005

applies.

(3) Where the contravention in respect of which a person is convicted of an offence under these Regulations is continued after the conviction, the person shall be guilty of a further offence on every day on which the contravention continues and liable on summary conviction to a fine not exceeding €5,000 or imprisonment for a term not exceeding 12 months or both for each such further offence.

Obstruction, etc. of authorised officer

50. A person who -

(a) obstructs an authorised officer (within the meaning of

Regulation 27

in the exercise of the powers of an authorised officer under

Part 4

,

(b) without reasonable excuse, fails to comply with a request or requirement made by such an officer under

Part 4

, or

(c) gives such an officer information that the person knows or ought reasonably to know is false or misleading in a material particular,

is guilty of an offence and liable upon summary conviction to a fine not exceeding €5,000 or imprisonment for a term not exceeding 12 months or both.

False, etc. information

51. A person who -

(a) gives the Bank a notification under

Regulation 13

; or

(b) gives the assessor (within the meaning of

Regulation 34

) information pursuant to a requirement under

Part 5

.

that the person knows is false or misleading in a material particular or that the person does not believe to be true is guilty of an offence and liable upon summary conviction to a fine not exceeding €5,000 or imprisonment for a term not exceeding 12 months or both.

Offences by bodies corporate, etc.

52. (1) Where an offence is committed under these Regulations by a body corporate and is proved to have been committed with the consent, connivance or approval of or to have been attributable to the wilful neglect on the part of any person, being a director, manager, secretary or other officer of the body corporate or a person who was purporting to act in any such capacity, that person as well as the body corporate is guilty of an offence and is liable to be proceeded against and punished as if that person were guilty of the first-mentioned offence.

(2) A person may be charged with having committed an offence under these Regulations even if the body corporate concerned is not charged with having committed an offence under these Regulations in relation to the same matter.

Summary proceedings may be brought by Bank

53. Summary proceedings for an offence under these Regulations may be brought and prosecuted by the Bank.

Annual report of Bank

54. The Bank shall provide the Minister with a copy extract relating to the performance of its functions under these Regulations of its annual report to the Minister for Finance pursuant to

section 330

of the

Central Bank Act 1942

(

No. 22 of 1942

) as inserted by

section 26

of the

Central Bank and Financial Services Authority of Ireland Act 2003

(

No. 12 of 2003

).

SCHEDULE 1

PROVISIONS APPLICABLE TO THE DEFINITION OF “ACCEPTED MARKET PRACTICES”

Regulation 2(1)

Factors to be taken into account when considering market practices

1.1 For the purposes of applying the definitions of “inside information” and “market manipulation” in

Regulation 2(1)

, the following non-exhaustive factors shall be taken into account by the Bank, without prejudice to collaboration with other authorities when assessing whether they can accept a particular market practice -

(a) the level of transparency of the relevant market practice to the whole market,

(b) the need to safeguard the operation of market forces and the proper interplay of the forces of supply and demand,

(c) the degree to which the relevant market practice has an impact on market liquidity and efficiency,

(d) the degree to which the relevant practice takes into account the trading mechanism of the relevant market and enables market participants to react properly and in a timely manner to the new market situation created by that practice,

(e) the risk inherent in the relevant practice for the integrity of, directly or indirectly, related markets, whether regulated or not, in the relevant financial instrument within the whole Community,

(f) the outcome of any investigation of the relevant market practice by any competent authority or other authority mentioned in Article 12(1) of the 2003 Market Abuse Directive, in particular whether the relevant market practice breached rules or regulations designed to prevent market abuse, or codes of conduct, be it on the market in question or on directly or indirectly related markets within the Community, and

(g) the structural characteristics of the relevant market including whether it is regulated or not, the types of financial instruments traded and the type of market participants, including the extent of retail investors participation in the relevant market.

The Bank shall, when considering the need to safeguard the operation of market forces and the proper interplay of the forces of supply and demand referred to in

subparagraph (b)

, in particular, analyse the impact of the relevant market practice against the main market parameters, such as the specific market conditions, before carrying out the relevant market practice, the weighted average price of a single session or the daily closing price.

1.2 The Bank shall not assume that practices, in particular new or emerging market practices, are unacceptable simply because they have not been previously accepted by the Bank.

1.3 The Bank shall regularly review the market practices it has accepted, in particular taking into account significant changes to the relevant market environment, such as changes to trading rules or to market infrastructure.

Consultation procedures and disclosure of decisions

2.1 For the purposes of applying the definitions of “inside information” and “market manipulation” in

Regulation 2

, the procedures set out in

subparagraphs 2.2, 2.3 and 2.4

shall be observed by the Bank when considering whether to accept or continue to accept a particular market practice.

2.2 The Bank shall, before issuing a decision as to whether to accept or continue to accept the market practice concerned, consult as appropriate relevant bodies such as representatives of issuers, financial services providers, consumers, other authorities and market operators. The consultation procedure shall include consultation with other competent authorities, in particular where there exist comparable markets (that is, in structures, volume, type of transactions).

2.3 The Bank shall publicly disclose any decision regarding the acceptability of the market practice concerned, including an appropriate description of such practice. The disclosure shall include a description of the factors taken into account in determining whether the relevant practice is regarded as acceptable, in particular where different conclusions have been reached regarding the acceptability of the same practice on different Member States’ markets.

2.4. The Bank shall transmit its decision as soon as possible to the Committee of European Securities Regulators.

2.5. When investigatory actions on specific cases have already started, the consultation procedures set out in

subparagraphs 2.2

and

2.3

may be delayed until the end of such investigation and possible related sanctions.

2.6. A market practice which was accepted following the consultation procedures set out in

subparagraphs 2.2

and

2.3

shall not be changed without using the same consultation procedures.

SCHEDULE 2

PROVISIONS APPLICABLE TO

PARAGRAPH (a)

OF THE DEFINITION OF “MARKET MANIPULATION”

Regulation 2(4)

Manipulative behaviour related to false or misleading signals and to price securing

Without prejudice to the examples of market manipulation set out in

Regulation 2

and for the purposes of applying

paragraph (a)

of the definition of “market manipulation” in that Regulation, the non-exhaustive signals set out below, which should not necessarily be deemed in themselves to constitute market manipulation shall be taken into account when transactions or orders to trade are examined by market participants and the Bank

(a) the extent to which orders to trade given or transactions undertaken represent a significant proportion of the daily volume of transactions in the relevant financial instrument on the regulated market concerned, in particular when these activities lead to a significant change in the price of the financial instrument,

(b) the extent to which orders to trade given or transactions undertaken by persons with a significant buying or selling position in a financial instrument lead to significant changes in the price of the financial instrument or related derivative or underlying asset admitted to trading on a regulated market,

(c) whether transactions undertaken lead to no change in beneficial ownership of a financial instrument admitted to trading on a regulated market,

(d) the extent to which orders to trade given or transactions undertaken include position reversals in a short period and represent a significant proportion of the daily volume of transactions in the relevant financial instrument on the regulated market concerned, and might be associated with significant changes in the price of a financial instrument admitted to trading on a regulated market,

(e) the extent to which orders to trade given or transactions undertaken are concentrated within a short time span in the trading session and lead to a price change which is subsequently reversed,

(f) the extent to which orders to trade given change the representation of the best bid or offer prices in a financial instrument admitted to trading on a regulated market, or more generally the representation of the order book available to market participants, and are removed before they are executed, and

(g) the extent to which orders to trade are given or transactions are undertaken at or around a specific time when reference prices settlement prices and valuations are calculated and lead to price changes which have an effect on such prices and valuations.

SCHEDULE 3

PROVISIONS APPLICABLE TO

PARAGRAPH (b)

OF THE DEFINITION OF “MARKET MANIPULATION”

Regulation 2(5)

Manipulative behaviours related to the employment of fictitious devices or any other form of deception or contrivance

Without prejudice to the examples of market manipulation set out in

Regulation 2

and for the purposes of applying

paragraph (b)

of the definition of “market manipulation” in that Regulation, the non-exhaustive signals set out below, which should not necessarily be deemed in themselves to constitute market manipulation, are taken into account when transactions or orders to trade are examined by market participants and the Bank

(a) whether orders to trade given or transactions undertaken by persons are preceded or followed by dissemination of false or misleading information by the same persons or persons linked to them, and

(b) whether orders to trade are given or transactions are undertaken by persons before or after the same persons or persons linked to them produce or disseminate research or investment recommendations which are erroneous or biased or demonstrably influenced by material interest.

SCHEDULE 4

PROVISIONS APPLICABLE TO LISTS DRAWN UP UNDER

REGULATION 11

Regulation 11(1)

Content and form of list of persons privy to inside information

Statutory Instrument

S.I. No. 342 of 2005

Market Abuse (Directive 2003/6/EC) Regulations 2005

Market Abuse (Directive 2003/6/EC) Regulations 2005

Table of Contents

PART 1

Preliminary

Regulation

Page

1.

Citation, construction and commencement

6

2.

Interpretation generally

7

3.

Single administrative competent authority

17

4.

Application

18

PART 2

Insider Dealing and Market Manipulation

Regulation

Page

5.

Insider dealing

20

6.

Market manipulation

23

7.

Preventing and detecting market manipulation practices

23

8.

Exemption for actions taken in conformity with takeover rules

24

9.

Buy-back programmes or stabilisation measures

25

10.

Disclosure of inside information

28

11.

Disclosure of information (additional requirements)

32

12.

Managers’ transactions

34

13.

Suspicious transactions to be notified

38

14.

Restrictions on disclosure of notification under

Regulation 13

and of identity of notifier

41

15.

Cooperation with other competent authorities

42

PART 3

Fair Presentation of Recommendations

Regulation

Page

16.

Interpretation (

Part 3

)

48

17.

Production and dissemination of recommendations

50

18.

Identity of producer of recommendation

50

19.

General standard for fair presentation of recommendations

51

20.

Additional obligations in relation to fair presentation of recommendations

52

21.

General standard of disclosure of interests and conflicts of interest

54

22.

Additional obligations in relation to disclosure of interests or conflicts of interest

55

23.

Dissemination of recommendations produced by third parties

58

24.

Additional obligations for investment firms and credit institutions

60

25.

Non-written recommendations

61

26.

Exemption for journalists

61

PART 4

Powers of the Bank

Regulation

Page

27.

Definitions (

Part 4

)

63

28.

Power to appoint authorised officers

64

29.

Powers of authorised officers

65

30.

Warrants

68

31.

Directions by Bank

69

32.

Privilege

74

33.

Delegations, etc

74

PART 5

enforcement provisions

Regulation

Page

34.

Interpretation (

Part 5

)

76

35.

Bank may appoint assessor

78

36.

Revocation of appointment of assessor

81

37.

Power to require witnesses to appear and give evidence

82

38.

Referral to Court on question of law

84

39.

Assessee to be issued copy of any adverse assessment, etc

84

40.

Right of appeal against adverse assessment (including specified sanctions).

85

41.

Sanctions that may be imposed by Bank

86

42.

Power to correct assessments

87

43.

When specified sanctions take effect

88

44.

Enforcement of adverse assessment (including specified sanctions)

89

45.

Publication of certain specified sanctions

91

46.

Person not liable to be penalised twice for same contravention

91

47.

Person not to be concerned in management of regulated financial service provider while disqualified

92

48.

Power of Bank to resolve suspected contraventions, etc

93

PART 6

offences and reports

Regulation

Page

49.

Offences generally and application of

section 32

of Investment Funds, Companies and Miscellaneous Provisions Act 2005

94

50.

Obstruction, etc. of authorised officer

95

51.

False, etc. information

95

52.

Offences by bodies corporate, etc

96

53.

Summary proceedings may be brought by Bank

96

54.

Annual report of Bank

97

SCHEDULE 1

Provisions applicable to the definition of “accepted market practices”

SCHEDULE 2

Provisions applicable to

paragraph (a)

of the definition of “market manipulation”

SCHEDULE 3

Provisions applicable to

paragraph (b)

of the definition of “market manipulation”

SCHEDULE 4

Provisions applicable to lists drawn up under

Regulation 11

SCHEDULE 5

Text of the Market Abuse Regulation

I, Micheál Martin, Minister for Enterprise, Trade and Employment, in exercise of the powers conferred on me by

section 30

of the

Investment Funds, Companies and Miscellaneous Provisions Act 2005

(No.

12 of 2005) and for the purpose of giving effect to the 2003 Market Abuse Directive (being Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003

1

on insider dealing and market manipulation (market abuse)) and for the other purposes mentioned in that section, hereby make the following regulations

PART 1

Preliminary

Citation, construction and commencement