ZYC-MAR-001 Market Abuse & Insider Information Policy
(Applies to all Zeyro staff, directors, contractors, and consultants — Updated October 2025)
Background
Zeyro Ltd is authorised by the FCA and must prevent, detect and report market abuse under the UK Market Abuse Regulation (UK MAR), the Criminal Justice Act 1993 (CJA 1993), and SYSC 6.1.1R of the FCA Handbook. Although Zeyro does not trade or hold client money, we routinely handle non-public information relating to financial promotions, fund arrangements, and cryptoassets. This creates potential exposure to insider dealing or unlawful disclosure risks.
This policy complements:
ZYC-CON-001 Conflicts of Interest Policy
Purpose
To ensure all staff:
Understand and comply with the UK MAR and CJA 1993 requirements.
Protect and control inside or confidential information.
Avoid and report any suspicious activity that could constitute market abuse.
Scope
Applies to all Zeyro employees, contractors and Board members who may access:
Non-public information about clients, investments, or financial promotions.
Inside information relating to cryptoasset projects or fund arrangements.
Key Definitions
Inside Information: precise, non-public information which, if made public, would likely affect the price of a financial instrument or cryptoasset. (UK MAR Art. 7)
Market Abuse: behaviour that distorts the market or misuses inside information (e.g. insider dealing, market manipulation, or unlawful disclosure).
Personal Account Dealing: trading in any financial instrument or cryptoasset by an employee or connected person (see COBS 11.7).
Core Principles
1. No Insider Dealing or Unlawful Disclosure
Employees must not use inside information for personal gain or the benefit of others.
Inside information must not be shared outside Zeyro or within Zeyro except on a strict need-to-know basis.
Trading or encouraging others to trade while in possession of inside information is strictly prohibited.
How this controls our risks: Prevents criminal liability under CJA 1993 and preserves market integrity.
2. Identification & Handling of Inside Information
The MLRO/Compliance Officer will determine whether information meets the criteria for “inside information”.
Inside information must be recorded on an Insider Information Log, with access restricted to approved individuals.
Physical and digital barriers (“Chinese walls”) must be maintained between project teams handling sensitive information and other staff.
How this controls our risks: Ensures confidential data cannot be used improperly in client or personal decisions.
3. Personal Trading & Disclosure
All employees must disclose their personal trading accounts to Compliance on joining and through the annual attestation process (see Personal Investment Policy).
Employees must not trade in any security or cryptoasset that is the subject of an active financial promotion approval or related project.
Compliance may request position-level information where a potential conflict or abuse risk exists.
How this controls our risks: Links personal trading oversight to our promotion and arranging activities.
4. Prohibited Conduct
Employees must not:
Deal while in possession of inside information.
Disclose inside information to any person without proper authority.
Manipulate markets by spreading false or misleading information (e.g., pump-and-dump activity in crypto).
Front-run client activities or planned promotions.
How this controls our risks: Protects clients and Zeyro from both criminal and regulatory sanctions.
5. Monitoring and Oversight
Compliance monitors attestations, registers and promotion activity to detect potential conflicts or insider dealing patterns.
Red flags include sudden trades in assets linked to clients or projects under review.
Any suspected breach is investigated and escalated to the Board and the FCA if required.
How this controls our risks: Ensures continuous supervision and rapid escalation of market misconduct.
6. Training and Employee Awareness
All staff receive annual training on:
UK MAR and CJA requirements.
Identifying inside information and handling it securely.
Personal trading and conflict disclosure obligations.
How this controls our risks: Maintains awareness of regulatory duties and personal responsibility.
7. Reporting Suspicions
If you believe market abuse has occurred or is likely to occur:
Stop any related activity.
Report immediately to the MLRO (Gareth Malna).
Do not alert the individual suspected of abuse.
Zeyro will investigate and, where necessary, file a Suspicious Transaction and Order Report (STOR) to the FCA.
How this controls our risks: Ensures regulatory notification and mitigation of further harm.
8. Disciplinary and Legal Consequences
Breaches of this policy may result in:
Disciplinary action up to dismissal.
FCA notification and potential prohibition from regulated activity.
Criminal prosecution under the CJA 1993 or civil penalties under UK MAR.
Maximum penalties:
Individuals – up to 7 years’ imprisonment and/or unlimited fines.
Firms – unlimited fines, revocation of permissions, and reputational damage.
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