The proposed changes apply to all issuers, including those listing on small and medium enterprise growth markets (SME GM).
The Consultation Paper is a little bit difficult to follow. In particular the title of the document and a corresponding phrase highlighted in the “background and mandate” section, stating that ESMA has been mandated to “extend the alleviated format of the insider lists for SME GM issuers to all issuers” has the potential to cause some confusion as, taken at face value, it seems to imply the availability of the “regular insider” template to all issuers.
A closer reading of the CP shows that this is not the case and that the template applying to those working at SME GM issuers who have regular access to inside information remains available “only in those Member States that have not opted out of the simplified regime.” (underline in CP)
Having read and reread the consultation paper, here at GRIP we think that it simply signals the alignment of the information required in the event-based and permanent insider reporting templates with that required by the regular insider template, which has also been simplified.
These changes also result in the reduction in the number of templates that need to be used from the five originally published in Annexes I-III of CIR 2022/1210 to the three being put forward for comment in the CP.
Changes in summary
We have summarized the changes to the templates in the tables below and have reproduced each of the resulting templates here as well. But the consultation document should be reviewed for additional detail and in order to corroborate our analysis.
These are the proposed templates for insider lists applying to all issuers as well as SME GM issuers in member states opting out of the simplified regime:
Events-based insider list
| Required | No longer required |
| – Name – Surname – Professional phone number – Function and reason for being an insider – Date and time access to insider information obtained – Date and time access to insider information ceased – National identification number or, only if this is unavailable, date of birth | – Surname at birth (if different) – Company name and address employing insider – Insider telephone number – Insider home address |
The resulting template:
| First name(s) of the insider | Surname(s) of the insider | Professional telephone number(s) (work direct telephone line and work mobile numbers) | Function and reason for being insider | Obtained (the date and time at which the insider obtained access to the inside information) | Ceased (the date and time at which the insider ceased to have access to the inside information) | National Identification Number or in the absence thereof, the Date of Birth |
| Text | Text | Numbers (no space) | Text | yyyy-mm-dd, hh:mm UTC | yyyy-mm-dd, hh:mm UTC | Number and/or text or yyyy-mm-dd for the date of birth |
Permanent insider list
| Required | No longer required |
| – Name – Surname – Professional phone number – Company name and address – Function and reason for being on insider list – Date and time at which insider included on list – National identification number or, only if this is unavailable, date of birth | – Surname at birth – Insider telephone number – Insider home address |
The resulting template:
| First name(s) of the insider | Surname(s) of the insider | Professional telephone number(s) (work direct telephone line and work mobile numbers) | Company name and address | Function and reason for being insider | Included (the date and time at which the insider was included in the permanent insider section) | National Identification Number or in the absence thereof, the Date of Birth |
| Text | Text | Numbers (no space) | Address | Text | yyyy-mm-dd, hh:mm UTC | Number and/or text or yyyy-mm-dd for the date of birth |
The proposed template for insider lists used by SME GM issuers in Member States that are not opting out of the simplified regime is structured as follows:
Regular insider list
| Required | No longer required |
| – Name – Surname – Professional phone number – Company name and address – Function and reason for being insider – Date and time at which regular access obtained – Date and time at which regular access ceased – National identification number of, only if this is unavailable, date of birth | – Surname at birth (if different) – Insider telephone number – Insider home address |
The resulting template:
| First name(s) of the insider | Surname(s) of the insider | Professional telephone number(s) (work direct telephone line and work mobile numbers) | Company name and address | Function and reason for being insider | Obtained (the date and time at which the insider obtained regular access to the inside information) | Ceased (the date and time at which the insider ceased to have regular access to the inside information) | National Identification Number or in the absence thereof, the Date of Birth |
| Text | Text | Numbers (no space) | Address | Text | yyyy-mm-dd, hh:mm UTC | yyyy-mm-dd, hh:mm UTC | Number and/or text or yyyy-mm-dd for the date of birth |
ESMA will consider feedback received on the proposal by June 3, 2025. This presumably means that feedback must be submitted before that date in order to be reviewed by the regulator. The shorter comment period is intended to facilitate the publication of a draft implementing technical standard (ITS) by September 5, 2025.
