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Subject-matter and scope
1. This Regulation lays down the detailed rules for the implementation of Articles 4(1)(2), 4(1)(7), 13(6), 25, 27, 28, 29, 30, 40, 44, 45, 56 and 58 of Directive 2004/39/EC. 2. Articles 7 and 8 shall apply to management companies in accordance with Article 5(4) of Directive 85/611/EEC.
Definitions
For the purposes of this Regulation, the following definitions shall apply: (1) ‘commodity’ means any goods of a fungible nature that are capable of being delivered, including metals and their ores and alloys, agricultural products, and energy such as electricity; (2) ‘issuer’ means an entity which issues transferable securities and, where appropriate, other financial instruments; (3) ‘Community issuer’ means an issuer which has its registered office in the Community; (4) ‘third country issuer’ means an issuer which is not a Community issuer; (5) ‘normal trading hours’ for a trading venue or an investment firm means those hours which the trading venue or investment firm establishes in advance and makes public as its trading hours; (6) ‘portfolio trade’ means a transaction in more than one security where those securities are grouped and traded as a single lot against a specific reference price; (7) ‘relevant competent authority’ for a financial instrument means the competent authority of the most relevant market in terms of liquidity for that financial instrument; (8) ‘trading venue’ means a regulated market, MTF or systematic internaliser acting in its capacity as such, and, where appropriate, a system outside the Community with similar functions to a regulated market or MTF; (9) ‘turnover’, in relation to a financial instrument, means the sum of the results of multiplying the number of units of that instrument exchanged between buyers and sellers in a defined period of time, pursuant to transactions taking place on a trading venue or otherwise, by the unit price applicable to each such transaction; (10) ‘securities financing transaction’ means an instance of stock lending or stock borrowing or the lending or borrowing of other financial instruments, a repurchase or reverse repurchase transaction, or a buy-sell back or sell-buy back transaction.
Transactions related to an individual share in a portfolio trade and volume weighted average price transactions
1. A transaction related to an individual share in a portfolio trade shall be considered, for the purposes of Article 18(1)(b)(ii), as a transaction subject to conditions other than the current market price. It shall also be considered, for the purposes of Article 27(1)(b), as a transaction where the exchange of shares is determined by factors other than the current market valuation of the share. 2. A volume weighted average price transaction shall be considered, for the purposes of Article 18(1)(b)(ii), as a transaction subject to conditions other than the current market price and, for the purposes of Article 25, as an order subject to conditions other than the current market price. It shall also be considered, for the purposes of Article 27(1)(b), as a transaction where the exchange of shares is determined by factors other than the current market valuation of the share.
References to trading day
1. A reference to a trading day in relation to a trading venue, or in relation to post-trade information to be made public under Article 30 or 45 of Directive 2004/39/EC in relation to a share, shall be a reference to any day during which the trading venue concerned is open for trading. A reference to the opening of the trading day shall be a reference to the commencement of the normal trading hours of the trading venue. A reference to noon on the trading day shall be a reference to noon in the time zone where the trading venue is established. A reference to the end of the trading day shall be a reference to the end of its normal trading hours. 2. A reference to a trading day in relation to the most relevant market in terms of liquidity for a share, or in relation to post-trade information to be made public under Article 28 of Directive 2004/39/EC in relation to a share, shall be a reference to any day of normal trading on trading venues in that market. A reference to the opening of the trading day shall be a reference to the earliest commencement of normal trading in that share on trading venues in that market. A reference to noon on the trading day shall be a reference to noon in the time zone of that market. A reference to the end of the trading day shall be a reference to the latest cessation of normal trading in that share on trading venues in that market. 3. A reference to a trading day in relation to a spot contract, within the meaning of Article 38(2), shall be a reference to any day of normal trading of that contract on trading venues.
References to transaction
For the purposes of this Regulation, a reference to a transaction is a reference only to the purchase and sale of a financial instrument. For the purposes of this Regulation, other than Chapter II, the purchase and sale of a financial instrument does not include any of the following: (a) securities financing transactions; (b) the exercise of options or of covered warrants; (c) primary market transactions (such as issuance, allotment or subscription) in financial instruments falling within Article 4(1)(18)(a) and (b) of Directive 2004/39/EC.
First admission to trading of a share on a regulated market
For the purposes of this Regulation, the first admission to trading of a share on a regulated market referred to in Article 40 of Directive 2004/39/EC shall be considered to take place at a time when one of the following conditions applies: (a) the share has not previously been admitted to trading on a regulated market; (b) the share has previously been admitted to trading on a regulated market but the share is removed from trading on every regulated market which has so admitted it.
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