In the Communiqué, insider information is described as information, events and developments that have not yet been disclosed to the public and that may affect the value and price of capital market instruments or the investment decisions of investors. In the Guide, insider information is described as information, events and developments regarding a concrete event that a rational investor may consider important when making an investment decision and which relates to situations that have not been disclosed to the public and that may provide an advantage to the person using such information over other investors who are not aware of this information, and in case of public disclosure, that can have an impact on the value and price of the capital market instrument or on the investment decisions of investors.
As stated in the Guide, the purpose of the obligation to disclose insider information is to ensure that all market participants have an equal level of knowledge simultaneously, and thus to prevent ineffective price and market formation as a result of incomplete and incorrect information. In the Guide, examples are given how insider information may be interpreted in terms of whether it would have an impact on the value or price of the capital market instrument or on investment decisions, and insider information that may cause a disclosure obligation (such as external conditions concerning the company; changes in the management staff, administrative and judicial proceedings; significant extraordinary income and profits and expenses and losses; mergers, acquisitions or takeover offers; transactions related to tangible assets; or changes in company activities and financial structure).
Companies should make a public disclosure when insider information or changes in matters previously disclosed to the public regarding such information arise or are learned. In the event that insider information is learned without the knowledge of the company by persons who, directly or indirectly, hold 10% or more of the total voting rights or capital of the company or 10% or more of the privileged shares that give the right to elect or nominate a member of the board of directors, such insider information must be disclosed to the public by the relevant persons, regardless of the said percentage.
As stated in the Guide, the disclosure of insider information to the public through press conferences, media organs, the internet or similar means does not mean that the obligation to inform the public has been fulfilled.
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