Inside Information & Share Dealing

This training includes 2 main sections:

1. Inside Information Policy

2. Share Dealing Policy

Any questions or concerns related to the course, please send emails to [email protected]

Thank you!

OVERVIEW - EU - MARKET ABUSE REGULATION (MAR)

Introduction of MAR

Applicable to:

- EU Member States

- LSE, AIM Companies

MAR regulations

- Market Abuse Regulation (2014/596/EU)

- The "Inside Information Implementing Regulation"(2016/1055/EU) 

-The "Insider List Implementing Regulation" (2016/347/EU)

Key areas of MAR

What are key areas of MAR for corporation?

  • Disclosure of inside information
  • Insider lists
  • PDMR dealings
  • Market abuse offences
  • All are correct

INSIDE INFORMATION POLICY

Definition

What is “Inside Information”?

Information is considered Inside Information if the 4 criteria below are met:

1) Not made public 

2) Relates directly or indirectly to the Company or one or more of its financial instruments 

3) Precise Nature: 

+  Accuracy of information

+  Possible future events

+  Protracted process

 4) Significant Effect On Price

Information is considered Inside Information if the 4 criteria below are met:

  • Made public
  • Relates directly to the Company or one or more of its financial instruments
  • Precise Nature
  • Significant Effect On Price
  • Relates directly or indirectly to the Company or one or more of its financial instruments
  • Significant Effect on the company
  • Not made public

Factors to determine inside information

How to determine “Inside Information”? 

Impact the NAV of the fund by 3% or more

Impact the market capitalisation of the fund by 5% or more

(Underlying asset NAV - Net proceed) >= 3% Fund's NAV

(Underlying asset discounted NAV - Net proceed of discounted of cash) >= 5% Fund's market cap

Please choose True (T) or False (F) for factors contributed to "Inside Information":

  • Impact the NAV of the fund by 3% or more
  • Impact the market capitalisation of the fund by 3% or more
  • Impact the market capitalisation of the fund by 5% or more
  • The difference between the underlying asset NAV and its net proceed is greater or equal to 5% of the fund's NAV
  • The difference between the underlying asset discounted NAV and its net proceed (discounted of cash) is greater or equal to 5% of the fund's market cap

Code Name

Code name should be created from the early stage of project to protect inside information.

Examples as below:

Name Code: Fruit Deal

Name Code: Heniken Deal


Inside List

Draw up and maintain a Project Insider List of all persons who have access to inside information on that project (the "Project Insider List").

Project Insider List includes:

- Issuers and persons acting on their behalf must maintain records of all persons working for them in any capacity with access to inside information

- The insider list must be promptly updated after someone gains or ceases to have access or there is a change in the reason someone has access. Updates to include date and time trigger event occurred

- For each insider the list must state identity, reason for being on the list, date and time they got access to inside information and date the list was drawn up.

- If the FCA requests a copy of the insider list it has to be provided as soon as possible

Disclosure Inside Information to Market

Article 17 MAR: 

- Disclose inside information to the public as soon as possible. 

- Contain a statement identifying that the information in the announcement is inside information 

The Company is required to disclose, via RNS, all Inside Information in its possession once 50% of the sale proceeds are received/paid

When does the Company is required to disclose all Inside Information in its possession via RNS?

  • Once 70% of the sale proceeds are received/paid
  • Once 40% of the sale proceeds are received/paid
  • Once 60% of the sale proceeds are received/paid
  • Once 50% of the sale proceeds are received/paid

Delay Disclosure Inside Information

When? (Art.17(4))

An issuer may delay disclosure of inside information if these conditions are met:

(1) Disclosure is likely to prejudice its legitimate interests (ESMA guidelines) 

(2) Delaying disclosure is not likely to mislead the public (ESMA guidelines) 

(3) The issuer can ensure the confidentiality of the information

Decision

The decision as to whether the Company is entitled to delay announcement of the inside information is to be taken by: 

VOF: the Inside Information Committee

VNL + VNI:  Approval from the chairman of the board by email with a copy to the COO and the Risk & Compliance Officer (“R&C”) confirming that the information is subject to delay

Market Abuse offences

Sanctions for Breach of MAR, at a minimum, the administrative sanctions include:

A “cease and desist” order

Giving up the profits gained or losses avoided as a result of the breach

Public censure

- Fines; 

- Withdrawal or suspension of an authorisation (in the case of an investment firm)

SHARE DEALING POLICY

Definition

Person Discharging Managerial Responsibilities (PDMR): 

• A member of the administrative, management or supervisory body of the Company (which includes the Company’s board of directors and its committees); or

• A senior executive who is not a member of the bodies referred to above, who has regular access to Inside Information relating directly or indirectly to that entity and power to take managerial decisions affecting the future developments and business prospects of the Company

What is “Share Dealing Policy”? 

The Policy sets out the minimum requirements in respect to transactions conducted on the PDMR’s own account in shares of the Company which include the issue of options to PDMRs. 

The requirement is extended to include the PDMR’s close family members (“PCA”) together referred to as “Covered Person(s)"

Closed Period

30 calendar days before announcement of an interim or year-end financial report

Difference between Share Dealing Policy and Personal Trading Policy:
Items Share Dealing Personal Trading
Scope VOF, VNL, VNI shares Shares in HOSE, HNX, UpCom...
Location EU, including UK Vietnam
Application

- PDMR

- PDA

- Related staff

All VinaCapital Staff
Prohibited period Closed period N/A

 

Dealing Procedures

1. Clearance to Deal: 

The PDMR must email the trade order request to the relevant approver with a copy to the COO and the Risk & Compliance Officer (“R&C”). The COO and the R&C will assess if the deal is clear from the Prohibited Period. The trade order request shall contain at least: 

-Transaction action: buy or sell 

-The class of the security concerned 

-The price and volume of the transaction 

-The expected transaction date 

-Brief explanation of the reason to trade 

-Confirmation that the Covered Person is not in possession of any Inside Information

2. Approval 

-A Covered Person (other than the chairman of the audit committee (“AC”)) must not deal in any securities of the Company without first notifying the chairman of the AC and receiving clearance to deal from him; and 

-The chairman of the AC must not deal in any securities of the Company without first notifying the chairman of the board and receiving clearance to deal from him.

3. Approval validity: 

Only when the approval is granted may the Covered Person execute the trade. The trading approval is valid for execution within ten (10) business days from the date approval is granted.

4. Circumstances for Refusal: 

A Covered Person must not be given clearance to deal in any securities of the Company during a Prohibited Period.

How long is the trading approval valid according to "share dealing policy"?

  • The trading approval is valid for execution within 10 business days from the date approval is granted
  • The trading approval is valid for execution within 5 business days from the date approval is granted
  • The trading approval is valid for execution within 5 calendar days from the date approval is granted
  • The trading approval is valid for execution within 10 calendar days from the date approval is granted

Deal Execution and Notification Requirements

Notification to VinaCapital : 

The notification must be sent to VinaCapital within two (2) business days of the day the transaction occurred.


Notification to RNS: 

The deal must be announced as soon as possible and in any event within one (1) business days of the day the notification of the trade execution is received.

Significant Shareholder:  

In addition to the above, when a Covered Person is a Significant Shareholder, any change in his/her shareholding will require:

- Sending in addition to the notification of trade execution (Appendix 1); and

- The completed TR-1 form (Appendix 2). 

The R&C and Finance Director review the completed TR-1 form and the release to the market follows the same procedure than a notification to RNS (see above).

Please refer to below link for the Appendix 1 & 2 at the end of Policy

Share Dealing Policy

Dealing By Non PDMRs:  

A director or officer whose responsibility and position don’t meet the criteria in the definition of PDMR will not be considered as a PDMR. 

He/she will only be required to "Notification to VinaCapital" but no "Notification to RNS" is required. 

The completion of the TR-1 form still applies.

Dealing in Exceptional Circumstances

A Covered Person, who is not in possession of Inside Information in relation to the Company, may be given clearance to deal if he/she is in Severe Financial Difficulty or there are other exceptional circumstances. Clearance may be given for such a person to sell (but not purchase) securities of the Company when he/she would otherwise be prohibited from doing so. The determination of whether the person in question is in Severe Financial Difficulty or whether there are other exceptional circumstances can only be made by the chairman of the AC or chairman of the board, as the case may be.

 The Sponsor shall consult the Financial Conduct Authority (“FCA”) at an early stage regarding any application by a Covered Person to deal in exceptional circumstances.


Share Buy-Back Programme

The current exemption from trading during a Close Period is maintained whereby the Company will continue its buyback programme during a Close Period provided that it is not in possession of Inside Information and the buy-back programme is led by an investment firm or a credit institution which makes its trading decisions concerning the timing of the purchases of the Company's shares independently of the Company with no ability of the Company to invoke any changes to the programme during the Close Period

You have completed the course. Thank you!