1.
Market operators and investment firms operating a trading venue shall make public the range of bid and offer prices and the depth of trading interest at those prices. The information is to be made public in accordance with the type of trading systems they operate as set out in Table 1 of Annex I.
The details of pre-trade data to be made public shall be those specified in Table 1b of Annex I.
2.
The transparency requirements referred to in paragraph 1 shall also apply to any ‘actionable indication of interest’ as defined in Article 2(1)(33) of Regulation (EU) No 600/2014 and pursuant to Article 3 of that Regulation.
1.
For the purposes of Article 4(1)(a) of Regulation (EU) No 600/2014, the most relevant market in terms of liquidity for a share, depositary receipt, ETF, certificate or other similar financial instrument shall be considered to be the trading venue with the highest turnover within the Union for that financial instrument.
2.
For the purpose of determining the most relevant markets in terms of liquidity in accordance with paragraph 1, competent authorities shall calculate the turnover in accordance with the methodology set out in Article 17(4) in respect of each financial instrument for which they are the competent authority and for each trading venue where that financial instrument is traded.
3.
The calculation referred to in paragraph 2 shall have the following characteristics:
(a)
it shall include, for each trading venue, transactions executed under the rules of that trading venue excluding reference price and negotiated transactions flagged as set out in Table 4 of Annex I and transactions executed on the basis of at least one order that has benefitted from a large-in-scale waiver and where the transaction size is above the applicable large-in-scale threshold as determined in accordance with Article 7;
(b)
it shall cover either the preceding calendar year or, where applicable, the period of the preceding calendar year during which the financial instrument was admitted to trading or traded on a trading venue and was not suspended from trading.
4.
Until the most relevant market in terms of liquidity for a specific financial instrument is determined in accordance with the procedure specified in paragraphs 1 to 3, the most relevant market in terms of liquidity shall be either of the following:
(a)
the regulated market where that financial instrument is first admitted to trading or first traded;
(b)
where the financial instrument is not made available for trading on a regulated market in the Union, the multilateral trading facility where that financial instrument is first admitted to trading or first traded.
5.
Paragraphs 2 and 3 shall not apply to shares, depositary receipts, ETFs, certificates and other similar financial instruments which were first admitted to trading or first traded on a trading venue between 1 and 31 December of the preceding calendar year.
6.
The determination of the most relevant market in terms of liquidity set out in paragraph 4 shall apply from the day on which the financial instrument was first admitted to trading or first traded.
Specific characteristics of negotiated transactions
A negotiated transaction in shares, depositary receipts, ETF, certificates or other similar financial instruments shall be considered to be a transaction which is negotiated privately but reported under the rules of a trading venue and where any of the following circumstances applies:
(a)
two members or participants of that trading venue are involved in any of the following capacities:
(i)
one is dealing on own account when the other is acting on behalf of a client;
(ii)
both are dealing on own account;
(iii)
both are acting on behalf of a client;
(b)
one member or participant of that trading venue is either of the following:
(i)
acting on behalf of both the buyer and seller;
(ii)
dealing on own account against a client order.
Negotiated transactions subject to conditions other than the current market price
A negotiated transaction in shares, depositary receipts, ETFs, certificates and other similar financial instruments shall be subject to conditions other than the current market price of the financial instrument where any of the following circumstances applies:
(a)
the transaction is executed in reference to a price that is calculated over multiple time instances based on a given benchmark, including transactions executed by reference to a volume-weighted average price or a time-weighted average price, whereby the time instances for price calculation cover a sufficiently long period to ensure that there is no relation to the current market price;
(b)
the transaction is part of a portfolio trade;
(c)
the transaction is contingent on the purchase, sale, creation or redemption of a derivative contract or other financial instrument where all the components of the trade are meant to be executed as a single lot;
—————
(j)
any other transaction equivalent to one of those referred to in points (a) to (c) in that it is contingent on technical characteristics which are unrelated to the current market valuation of the financial instrument traded;
(k)
the transaction is not a transaction for the purposes of Article 26 of Regulation (EU) No 600/2014, as determined on the basis of the criteria laid down in Article 2(5) of Delegated Regulation (EU) 2017/590, or the transaction is a type of transaction listed in Article 13 of this Regulation.
1.
An order in respect of a share, depositary receipt, certificate or other similar financial instrument shall be considered to be large in scale where the order is equal to or larger than the minimum size of orders set out in Tables 1 and 2 of Annex II.
2.
An order in respect of an ETF shall be considered to be large in scale where the order is equal to or larger than EUR 3 000 000 .
3.
For the purpose of determining orders that are large in scale, competent authorities shall calculate, in accordance with paragraph 4, the average daily turnover in respect of shares, depositary receipts, certificates and other similar financial instruments traded on a trading venue.
4.
The calculation referred to in paragraph 3 shall have the following characteristics:
(a)
it shall include transactions executed in the Union in respect of the financial instrument, whether traded on or outside a trading venue;
(b)
it shall cover the period beginning on 1 January of the preceding calendar year and ending on 31 December of the preceding calendar year or, where applicable, that part of the calendar year during which the financial instrument was admitted to trading or traded on a trading venue and was not suspended from trading.
Paragraphs 3 and 4 shall not apply to shares, depositary receipts, certificates and other similar financial instruments that were first admitted to trading or first traded on a trading venue between 1 and 31 December of the preceding calendar year.
5.
Unless the price or other relevant conditions for the execution of an order are amended, the waiver referred to in Article 4(1) of Regulation (EU) No 600/2014 shall continue to apply in respect of an order that is large in scale when entered into an order book but that, following partial execution, falls below the threshold applicable for that financial instrument as determined in accordance with paragraphs 1 and 2.
6.
Before a share, depositary receipt, certificate, or other similar financial instrument is traded for the first time on a trading venue in the Union, the competent authority shall estimate the average daily turnover for that financial instrument taking into account:
(a)
any previous trading history of that financial instrument;
(b)
other previous or similar financial instruments of the same issuer;
(c)
other financial instruments that are considered to have similar characteristics.
The competent authority shall publish that estimated average daily turnover.
7.
The estimated average daily turnover referred to in paragraph 6 shall be used for the calculation of orders that are large in scale during a six-week period following the date that the share, depositary receipt, certificate or other similar financial instrument was admitted to trading or first traded on a trading venue.
8.
The competent authority shall calculate and ensure publication of the average daily turnover based on the first four weeks of trading before the end of the six-week period referred to in paragraph 7.
9.
The average daily turnover referred to in paragraph 8 shall be used for the calculation of orders that are large in scale and until an average daily turnover calculated in accordance with paragraph 3 applies.
10.
For the purposes of this Article, the average daily turnover shall be calculated by dividing the total turnover for a particular financial instrument as specified in Article 17(4) by the number of trading days in the period considered. The number of trading days in the period considered is the number of trading days on the most relevant market in terms of liquidity for that financial instrument as determined in accordance with Article 4.
Type and minimum size of orders held in an order management facility
1.
The type of order held in an order management facility of a trading venue pending disclosure for which pre-trade transparency obligations may be waived is an order which:
(a)
is intended to be disclosed to the order book operated by the trading venue and is contingent on objective conditions that are pre-defined by the system's protocol;
(b)
for orders other than reserve orders, cannot interact with other trading interests prior to disclosure to the order book operated by the trading venue;
(c)
once disclosed to the order book, interacts with other orders in accordance with the rules applicable to orders of that kind at the time of disclosure.
2.
Orders held in an order management facility of a trading venue pending disclosure for which pre-trade transparency obligations may be waived shall, at the point of entry and following any amendment, have one of the following sizes:
(a)
in the case of a reserve order, a size that is greater than or equal to EUR 10 000 ;
(b)
for all other orders, a size that is greater than or equal to the minimum tradable quantity set in advance by the system operator under its rules and protocols.
3.
A reserve order as referred to in paragraph 2, point (a), shall be considered a limit order consisting of a disclosed order relating to a part of the amount and a non-disclosed order relating to the remaining part of the amount where the order on the non-disclosed amount can be executed only after the order on the disclosed amount is executed.
