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7.4 Market Abuse Procedure

Snam’s Market Abuse Procedure combines and coordinates within a single systematic document the market abuse rules and principles with which the Company and its related parties must comply to:

  1. ensure that price-sensitive information about the Company is treated appropriately by the persons who hold it, regulating the creation and maintenance of the insider register;
  2. govern transactions on the shares and debt securities issued by the Company, and derivatives and other financial instruments related to these, by persons in senior positions (“internal dealing”); and
  3. define the operational details and scope of the prohibition on the Company and persons performing functions of administration, control or management at the Company from carrying out transactions on shares, debt securities issued by the Company and on derivatives or other related financial instruments during predetermined periods (“black-out periods”).

Market Abuse Procedure highlights

  • Update of the provisions of the new “Market Abuse Regulation” pursuant to Regulation (EU) No. 596/2014 (and the relative executive regulations), which came into force on 3 July 2016
  • A single document – comprehensive, systematic and up-to-date with new European regulations – that incorporates all measures relating to market abuse. Provisions on the management of price-sensitive information, internal dealing, black-out periods and insider register up-to-date with the Market Abuse Regulation
  • Provision of a specific procedure for delayed dissemination of inside information
  • Identification of detailed information flows within the corporate organisational structure and with the Subsidiaries
  • Drafting of the “Market Abuse Guide” to make Snam’s people aware of topics related to market abuse laws and regulations

The Market Abuse Procedure is divided into two sections:

Section I - Processing of inside information

This section covers:

  1. the rules for the management and processing of inside information, as well as the procedures to be followed for communicating this information both within and outside of the Company;
  2. the assumptions and procedures to follow if the Company deems it necessary to delay the dissemination to the public of inside information, if the conditions required by the applicable legislation are met; and
  3. the establishment, maintenance and updating of the Register of persons who have access to inside information.

Section II - Rules governing Internal Dealing

This section governs transactions on the shares and debt securities issued by the Company, and the Company’s derivatives and other financial instruments, by persons who hold a senior position within the Company’s ownership structure and/or corporate organisational structure.

Specifically, it includes the following:

  1. criteria for identifying “Relevant Persons” and “Relevant Transactions” to which the legislation in question applies;
  2. disclosure obligations of Relevant Persons and the Company in respect of Consob and the public in relation to Relevant Transactions; and
  3. new rules preventing Relevant Persons from carrying out Relevant Transactions in given periods (“black-out periods46”).

46 Pursuant to the Market Abuse Procedure, Relevant Persons and Closely-related Persons are not permitted to carry out – directly or via an intermediary – Relevant Transactions within a period of 30 calendar days before the Company announces the figures contained in the annual financial report, the half-year financial report and in other periodic financial reports that have to be published by law.

For the definition of “Relevant Persons”, “Closely-related Persons” and “Relevant Transactions”, please see the Market Abuse Procedure. The Market Abuse Procedure also governs prohibitions on certain transactions by Snam on its own shares. Such restrictions on transactions by issuers on their own shares are not stipulated in the Market Abuse Regulation.

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