Market Abuse Regulation | FCA

Market Abuse Regulation | FCA
Financial crime
Market Abuse Regulation
First published:
03/05/2016
23/02/2026
See all updates
The UK Market Abuse Regulation (UK MAR) aims to increase market integrity and investor protection. Find out more about the application and structure of the MAR, market abuse offences and exemptions.
Application of UK MAR
Structure of UK MAR
Market abuse offences
Exemptions
Disclosures
UK MAR and UK Emission Trading Scheme
The EU Market Abuse Regulation (EU MAR) came into effect on 3 July 2016 and was onshored into UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018. Changes to EU MAR were made by the
Market Abuse (Amendment) (EU Exit) Regulations 2019
, to make sure that the onshored legislation (UK MAR) operates effectively in the UK.
The
EU Technical Standards
for EU MAR were also onshored into UK law on 31 December 2020 by the EU (Withdrawal) Act 2018 and were amended by
FCA 2019/45
Changes to our Handbook were made by
FCA 2019/23
in relation to the Market Conduct Sourcebook, and by
FCA 2019/26
in relation to the Disclosure Guidance and Transparency Rules sourcebook.
Further changes to UK MAR were made by
The Recognised Auction Platforms (Amendment and Miscellaneous Provisions) Regulations 2021
to include the UK Emissions Trading Scheme, with related changes to technical standards made by
FCA 2021/16
. Changes to UK MAR were also made by the
Financial Services Act 2021
in relation to insider lists and managers’ transactions (see section 30 of the Act).
UK MAR
aims to strengthen market integrity and protect investors, helping to make the securities markets more attractive for raising capital.
It contains prohibitions of insider dealing, unlawful disclosure of inside information and market manipulation, and provisions to prevent and detect these.
This page is intended to help readers of our Handbook. It is not an exhaustive list of all relevant information. Firms, issuers and individuals in scope of UK MAR should review the full regulation and make sure they comply with all relevant requirements.
Application of UK MAR
UK MAR applies to:
financial instruments admitted to trading on a UK or an EU regulated market or for which a request for admission to trading on a UK or an EU regulated market has been made
financial instruments traded on a UK or an EU multilateral trading facility (MTF), admitted to trading on a UK or an EU MTF, or for which a request for admission to trading on a UK or an EU MTF has been made
financial instruments traded on a UK or an EU organised trading facility (OTF)
financial instruments not covered by point (a), (b) or (c), the price or value of which depends on or has an effect on the price or value of a financial instrument referred to in those points, including, but not limited to, credit default swaps and contracts for difference
emission allowances and related auction products as described in the ‘UK MAR and UK Emissions Trading Scheme’ section below
Structure of UK MAR
UK MAR includes the following legislation, technical standards, and guidance:
EU Market Abuse Regulation
as amended by the
Market Abuse (Amendment) (EU Exit) Regulations 2019
FCA Technical Standards
relating to UK MAR
FCA guidance:
FCA Handbook
ESMA Guidelines
ESMA Guidelines and Recommendations are not part of UK law. However, we expect firms and market participants to continue applying Guidelines that existed before the end of the transition period, where relevant, just as they did beforehand.
These Guidelines should be interpreted in the context of the UK’s withdrawal from the EU, including the legislative changes that were made to make sure the regulatory framework operated appropriately.
We will also continue to apply such Guidelines and Recommendations in carrying out our own functions, in the same way as before, while interpreting them in light of the UK’s withdrawal from the EU. The following guidelines are mandated under EU MAR:
ESMA Guidelines on information relating to commodity derivatives markets or related spot markets, for the purpose of the definition of inside information on commodity derivatives
These guidelines set out a non-exhaustive indicative list of information which is reasonably expected or required to be disclosed on relevant commodity derivative and spot markets (and so could fall within the definition of inside information for commodity derivatives).
ESMA Guidelines on market soundings and delay of disclosure of inside information
These guidelines provide a non-exhaustive indicative list of legitimate interests of issuers, and of situations in which delayed disclosure of inside information is likely to mislead the public. The guidelines also detail the factors, steps and appropriate records a person must consider when information is disclosed as part of the sounding regime.
Market abuse offences
Inside information
UK MAR sets out a definition of ‘inside information’ for financial instruments and issuers. Inside information is information of a precise nature which:
has not been made public
relates, directly or indirectly, to one or more issuers or to one or more financial instruments
if made public, would be likely to have a significant impact on the prices of those financial instruments or related derivatives (meaning information a reasonable investor would be likely to use as part of the basis of his or her investment decisions).
UK MAR also sets out specific definitions for:
commodity derivatives
emission allowances and auction products based on these
in relation to persons charged with the execution of orders concerning financial instruments, information conveyed by a client and relating to the client’s pending orders in financial instruments
More information:
UK MAR Article 7
ESMA Guidelines on information relating to commodity derivatives markets or related spot markets, for the purpose of the definition of inside information on commodity derivatives
(PDF)
FCA Handbook:
MAR 1.2
DTR 2.2
Insider dealing and unlawful disclosure
UK MAR sets out what constitutes insider dealing and the unlawful disclosure of inside information.
UK MAR prohibits persons in possession of inside information from using that information to deal or attempt to deal in financial instruments or to recommend or induce another person to transact on the basis of inside information. The use of inside information to amend or cancel an existing order constitutes insider dealing.
UK MAR sets out that unlawful disclosure of inside information is where a person possesses inside information and discloses that information to any other person, except where the disclosure is made in the normal exercise of employment, a profession, or duties.
More information:
UK MAR Article 8, UK MAR Article 9, UK MAR Article 10, UK MAR Article 14
FCA Handbook:
MAR 1.3
MAR 1.4
Market soundings
UK MAR sets out a framework to make legitimate disclosures of inside information during market soundings. Provided certain requirements are met, disclosing market participants are protected from an allegation of unlawful disclosure of inside information.
More information:
UK MAR Article 11
Delegated Regulation 2016/960
and
Delegated Regulation 2016/959
as amended by
FCA 2019/45
(see the
amended version
ESMA Guidelines on market soundings and delay of disclosure of inside information
(PDF)
Market manipulation
UK MAR defines and prohibits market manipulation. This offence captures attempted manipulation, benchmarks and, in some situations, spot commodity contracts.
More information:
UK MAR Article 12, UK MAR Article 15, UK MAR Annex I
Delegated Regulation 2016/522
as amended by the
Market Abuse (Amendment) (EU Exit) Regulations 2019
FCA Handbook:
MAR 1.6
MAR 1.7
MAR 1.8
Exemptions
Buy-back programmes and stabilisation measures
Providing certain requirements are met, trading in securities or associated instruments for the stabilisation of securities, or trading in own shares in buy-back programmes, are exempt from the prohibitions against market abuse.
For buy-back programmes, where the shares have been admitted to trading or are traded on a UK trading venue, issuers should report to us each transaction relating to the buy-back programme (including those transactions that do not take place on a UK trading venue). For buy-back programmes, where the shares have been admitted to trading or are traded on a EU trading venue, issuers should report to us or the relevant EU competent authority, depending on where the shares have been admitted to trading or are traded.
For stabilisations, where the securities are traded on a UK trading venue, issuers, offerors, or entities undertaking the stabilisation, should continue to report all stabilisation transactions to us (including those transactions that do not take place on a UK trading venue). Where the securities are traded on an EU trading venue, issuers, offerors, or entities undertaking the stabilisation, should continue to report to the EU competent authority of the trading venue in accordance with EU MAR.
You should email notifications for both stabilisation and buy-back programme activity to
[email protected]
We have the following templates that issuers or firms submitting on behalf of an issuer may use when notifying us:
buy-back programme template
(XLSX)
stabilisation template
(XLS)
You do not have to follow these templates.
More information:
UK MAR Article 5
Delegated Regulation 2016/1052
as amended by
FCA 2019/45
(see the
amended version
Accepted market practices (AMPs)
The prohibition of market manipulation does not apply to activities referred to in UK MAR Article 12(1)(a) provided that the person entering into a transaction, placing an order to trade, or engaging in any other behaviour establishes that such transaction, order or behaviour has been carried out for legitimate reasons, and conforms with an AMP.
We can establish an AMP, subject to certain criteria and conditions, in relation to the UK market. However, we have not currently established any such AMPs, and there are no EU AMPs that apply to UK markets.
More information:
UK MAR Article 13
Delegated Regulation 2016/908
as amended by
FCA 2019/45
and
FCA 2021/16
(see the
amended version
Disclosures
Disclosure and delayed disclosure of inside information
Under UK MAR, the following entities must publicly disclose inside information which directly concerns them as soon as possible, but can delay the disclosure if certain conditions are met:
issuers that have requested or approved admission of their financial instruments to trading on a UK regulated market
for instruments only traded on a UK MTF or on a UK OTF, issuers who have approved trading of their financial instruments on a UK MTF or a UK OTF or have requested admission to trading of their financial instruments on a UK MTF
UK emission allowance market participants (EAMPs)
An entity may, on its own responsibility, delay public disclosure of inside information provided that all of the following conditions are met:
immediate disclosure is likely to prejudice the legitimate interests of the entity
delay of disclosure is not likely to mislead the public
the entity is able to ensure the confidentiality of that information
If, on its own responsibility, an entity has chosen to delay the disclosure of inside information, it must notify us immediately after the information is disclosed to the public. The entity does not need to provide a written explanation of how the conditions for delaying disclosure were met, but it should keep appropriate records in case we ask for them.
If, on its own responsibility,
a financial institution or credit institution intends to delay disclosure because of financial stability concerns, it must meet certain conditions, including requesting and receiving our consent.
See the
delayed disclosure notification form
and a
guide to completing it
More information:
UK MAR Article 17
Implementing Regulation 2016/1055
as amended by
FCA 2019/45
and
FCA 2021/16
(see the
amended version
Delegated Regulation 2016/522
as amended by the
Market Abuse (Amendment) (EU Exit) Regulations 2019
ESMA Guidelines on market soundings and delay of disclosure of inside information
(PDF)
FCA Handbook:
DTR 2
Insider lists
The following entities are required under UK MAR to maintain a list of all persons who have access to inside information and who are working for them or otherwise performing tasks through which they have access to inside information:
issuers who have requested or approved admission of their financial instruments to trading on a UK regulated market;
in the case of instruments only traded on a UK MTF or on a UK OTF, issuers who have approved trading of their financial instruments on a UK MTF or a UK OTF or have requested admission to trading of their financial instruments on a UK MTF
persons acting on the behalf or on the account of the issuer
UK EAMPs
Such entities are required to transmit their insider lists to us on request.
More information:
UK MAR Article 18 as amended by the
Financial Services Act 2021
in relation to insider lists (see section 30); and
Implementing Regulation 2016/347
as amended by
FCA 2019/45
and
FCA 2021/16
(see the
amended version
Suspicious transaction and order reports (STORs)
UK trading venues must detect and report suspicious transactions and orders to us without delay via STORs.
Firms (and individuals) who are persons professionally arranging or executing transactions, must also detect and report suspicious transactions and orders to us without delay via STORs. Such persons are required to report STORs to us where they are registered or have their head office in the UK or, in the case of a branch, where the branch is situated in the UK.
Find out how to submit a STOR.
More information:
UK MAR Article 16
Delegated Regulation 2016/957
as amended by
FCA 2019/45
(see the
amended version
ESMA Q&As
FCA Handbook:
SUP 15.10
Managers’ transactions
UK MAR Article 19 requires persons discharging managerial responsibilities within certain issuers (PDMRs), and persons closely associated with them (PCAs), to notify us and the issuer of relevant personal transactions they undertake in the issuer’s shares, debt instruments, derivatives, or other linked financial instruments, if the total amount of transactions per calendar year has reached €5,000. The issuer in turn must make that information public within 2 working days of receipt of the notification from the PDMR.
This requirement applies to:
issuers who have requested or approved admission of their financial instruments to trading on a UK regulated market
in the case of instruments only traded on a UK MTF or on a UK OTF, issuers who have approved trading of their financial instruments on a UK MTF or a UK OTF or have requested admission to trading of their financial instruments on a UK MTF
UK EAMPs in relation to transactions in UK emission allowances and related auction products and derivatives
PDMRs and PCAs for those issuers above are only required to notify under Article 19 when they deal in shares or debt instruments of that issuer, or to derivatives or other financial instruments linked thereto, which are within scope of UK MAR.
Dealing in instruments that do not fall into these categories does not need to be notified under Article 19.
PDMRs and PCAs should notify the issuer and the FCA within 3 working days of the date of the transaction. The issuer should disclose to the public within 2 working days of receiving the notification from the PDMR and PCA. PDMRs within issuers are also prohibited from conducting certain personal transactions during a closed period. The interpretation of the application of the closed periods around preliminary results is clarified in 7.9 of
ESMA’s questions and answers on EU MAR
. See the
PDMR notification form
and a
guide to completing it
More information:
UK MAR Article 19 as amended by the
Financial Services Act 2021
in relation to managers’ transactions (see section 30);
Delegated Regulation 2016/522
as amended by the
Market Abuse (Amendment) (EU Exit) Regulations 2019
Implementing Regulation 2016/523
as amended by
FCA 2019/45
and
FCA 2021/16
(see the
amended version
ESMA Q&As
FCA Handbook:
DTR 3.1
Investment recommendations
Persons producing or providing investment recommendations must make sure information is objectively presented and disclose any conflicts of interest.
More information:
UK MAR Article 20
Delegated Regulation 2016/958
as amended by
FCA 2019/45
(see the
amended version
ESMA Q&As
FCA Handbook:
COBS 12.4
UK MAR and UK Emission Trading Scheme
The Government implemented a new UK Emissions Trading Scheme (UK ETS) on 1 January 2021.
Changes were made to UK MAR by
The Recognised Auction Platforms (Amendment and Miscellaneous Provisions) Regulations 2021
to include the UK ETS. UK MAR applies to behaviours or transactions, including bids, relating to the auctioning of emission allowances or other products based thereon on an auction platform recognised under the UK Recognised Auction Platforms Regulations 2011.
UK EAMPs are required to disclose inside information, maintain insider lists, and to notify persons discharging managerial responsibilities transactions for UK and, in certain circumstances, EU emission allowances. Broadly, a UK EAMP is a person who enters transactions or places orders, directly or indirectly, in UK emission allowances and who has emissions or rated thermal input related to their UK installations and activities under the UK ETS, which exceed either of the minimum thresholds referred to in UK MAR.
Requirements relating to insider lists and persons discharging managerial responsibilities transactions also apply to auction platforms and auctioneers involved in the auctions held under the Greenhouse Gas Emissions Trading Scheme Auctioning Regulations 2021.
More Information
UK MAR Articles 2, 3, 7, 17, 18, 19 as amended by
The Recognised Auction Platforms (Amendment and Miscellaneous) Regulations 2021
Delegated Regulation 2016/522 as amended by T
he Recognised Auction Platforms (Amendment and Miscellaneous Provisions) Regulations 2021
Technical Standards 2016/347, 2016/523, 2016/908 and 2016/1055 as amended by
FCA 2021/16
23/02/2026
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Application of UK MAR
Structure of UK MAR
Market abuse offences
Exemptions
Disclosures
UK MAR and UK Emission Trading Scheme
Market abuse
How to report suspected market abuse as a firm or trading venue
How to report suspected market abuse as an individual
Market Abuse Regulation
More information on MAR
Market Abuse Regulation (MAR)
Best practice note for industry regulators, government and public bodies