Art. 88 Public disclosure of inside information | MiCA regulation | MiCA

This article establishes the public disclosure obligations for inside information, directly building on the definition of inside information set out in Article 87.

It places the primary duty on issuers, offerors, and persons seeking admission to trading to disclose inside information to the public as soon as possible, while also carving out a conditional exception that permits delay under specific circumstances.

The article also assigns ESMA the task of developing technical standards to ensure uniform application of both the disclosure and delay mechanisms.

Important points:

Disclose inside information to the public as soon as possible, ensuring the disclosure is not combined with the marketing of your activities, and retain that information on your website for at least five years.
Delay of disclosure is permitted only if all three conditions are met simultaneously: immediate disclosure would prejudice your legitimate interests, the delay is not likely to mislead the public, and you can ensure confidentiality of the information.
Where a delay has occurred, you must notify the competent authority and provide a written explanation of how the conditions were met, immediately after the information is eventually disclosed to the public.

1. Issuers, offerors and persons seeking admission to trading shall inform the public as soon as possible of inside information referred to in Article 87 that directly concerns them, in a manner that enables fast access as well as complete, correct and timely assessment of the information by the public. Issuers, offerors and persons seeking admission to trading shall not combine the disclosure of inside information to the public with the marketing of their activities. Issuers, offerors and persons seeking admission to trading shall post and maintain on their website, for a period of at least five years, all inside information that they are required to disclose publicly.
1. Issuers, offerors and persons seeking admission to trading may, on their own responsibility, delay disclosure to the public of inside information referred to in Article 87 provided that all of the following conditions are met:
  1. immediate disclosure is likely to prejudice the legitimate interests of the issuers, offerors or persons seeking admission to trading;
  2. delay of disclosure is not likely to mislead the public;
  3. issuers, offerors or persons seeking admission to trading are able to ensure the confidentiality of that information.
1. Where an issuer, offeror or a person seeking admission to trading has delayed the disclosure of inside information in accordance with paragraph 2, it shall inform the competent authority that disclosure of the information was delayed and shall provide a written explanation of how the conditions set out in paragraph 2 were met, immediately after the information is disclosed to the public. Alternatively, Member States may provide that a record of such an explanation is to be provided only upon the request of the competent authority.
1. In order to ensure uniform conditions of application of this Article, ESMA shall develop draft implementing technical standards to determine the technical means for:
  1. appropriate public disclosure of inside information as referred to in paragraph 1; and
  2. delaying the public disclosure of inside information as referred to in paragraphs 2 and 3.
2. ESMA shall submit the draft implementing technical standards referred to in the first subparagraph to the Commission by 30 June 2024.
3. Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph of this paragraph in accordance with Article 15 of Regulation (EU) No 1095/2010.

Article 88 Public disclosure of inside information

Relevant recitals