Article 5 — Exemption for buy-back programmes and stabilisation

Financial servicesLevel 1RegulationMARIn forceOfficial source

1.The prohibitions in Articles 14 and 15 of this Regulation do not apply to trading in own shares in buy-back programmes where:

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5(1)(a)

(a)the full details of the programme are disclosed prior to the start of trading;

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5(1)(b)

(b)trades are reported as being part of the buy-back programme to the competent authority of the trading venue in accordance with paragraph 3 and subsequently disclosed to the public;

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5(1)(c)

(c)adequate limits with regard to price and volume are complied with; and

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5(1)(d)

(d)it is carried out in accordance with the objectives referred to in paragraph 2 and the conditions set out in this Article and in the regulatory technical standards referred to in paragraph 6.

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5(2)

2.In order to benefit from the exemption provided for in paragraph 1, a buy-back programme shall have as its sole purpose:

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5(2)(a)

(a)to reduce the capital of an issuer;

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5(2)(b)

(b)to meet obligations arising from debt financial instruments that are exchangeable into equity instruments; or

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5(2)(c)

(c)to meet obligations arising from share option programmes, or other allocations of shares, to employees or to members of the administrative, management or supervisory bodies of the issuer or of an associate company.

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5(3)

3.In order to benefit from the exemption provided for in paragraph 1, the issuer shall report to the competent authority of the trading venue on which the shares have been admitted to trading or are traded each transaction relating to the buy-back programme, including the information specified in Article 25(1) and (2) and Article 26(1), (2) and (3) of Regulation (EU) No 600/2014.

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5(4)

4.The prohibitions in Articles 14 and 15 of this Regulation do not apply to trading in securities or associated instruments for the stabilisation of securities where:

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5(4)(a)

(a)stabilisation is carried out for a limited period;

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5(4)(b)

(b)relevant information about the stabilisation is disclosed and notified to the competent authority of the trading venue in accordance with paragraph 5;

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5(4)(c)

(c)adequate limits with regard to price are complied with; and

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5(4)(d)

(d)such trading complies with the conditions for stabilisation laid down in the regulatory technical standards referred to in paragraph 6.

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5(5)

5.Without prejudice to Article 23(1), the details of all stabilisation transactions shall be notified by issuers, offerors, or entities undertaking the stabilisation, whether or not they act on behalf of such persons, to the competent authority of the trading venue no later than the end of the seventh daily market session following the date of execution of such transactions.

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5(6)

6.In order to ensure consistent harmonisation of this Article, ESMA shall develop draft regulatory technical standards to specify the conditions that buy-back programmes and stabilisation measures referred to in paragraphs 1 and 4 must meet, including conditions for trading, restrictions regarding time and volume, disclosure and reporting obligations, and price conditions.

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ESMA shall submit those draft regulatory technical standards to the Commission by 3 July 2015.

Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.