BELGIUM: FSMA publish updated guidance on changes introduced for major shareholder notifications

Wednesday September 28 2016

Amendments transposing changes introduced by the Transparency Directive (Amending) Directive (2013/50/EU) into Belgian national law have been made to the law of 2 May 2007 on disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and laying down miscellaneous provisions, which governs major shareholding disclosures in Belgium. The amendments introduced will be effective from 01 October 2016. 

Under Article 6 the the law, notification is required in the event of direct or indirect acquisition of voting securities where as a result of this acquisition, the proportion of voting rights held reaches or exceeds or falls below 5%, 10%, 15%, 20% and so on, by increments of 5%, of the total existing voting rights. Additionally, and in accordance with Article 18 of the law of 02 May 2007, issuers can require notifications at specific thresholds of 1%, 2%, 3%, 4% and 7.5%.

Pursuant to the adaptation of the transparency obligations of listed companies and their shareholders, effective 01 October 2016, the Financial Services and Markets Authority, Belgium (FSMA) has published new versions of the following circulars:

• Practical guide FSMA_2011_08 – Practical instructions for making transparency notifications;
• Circular FSMA_2012_01 – Obligations of issuers listed on a regulated market;
• Circular FSMA_2011_06 – Obligations of issuers listed on Alternext Brussels; and
• Circular FSMA_2013_16 – eCorporate: transmission of documents.

The practical guide contains information on the updated content and form for notifications and provides examples of completed form TR-1 BE for reference. 

Form TR-1 BE consists of two parts – Part I, which must be transmitted to both the FSMA and the issuer, and Part II is to be sent exclusively to the FSMA. Notifications can be sent to the issuer electronically, and must be sent to the FSMA electronically, to the e-mail address trp.fin@fsma.be

Please click the link at the top of the page for the FSMA announcement.