EUROPEAN UNION: ESMA Updates the Q&A on EU Major Shareholdings

Friday October 23 2015

ESMA has updated its Q&A document on the Transparency Directive to bring it up-to-date ready for the amended TD entering into force on 26 November 2015.

The Q&A addresses new and existing major shareholdings requirements and terminology and now provides clarification on the definition of a home Member State, the division of responsibilities between home and host Member States, the disclosure and dissemination of regulated information and the aggregation rule for the calculation of notification thresholds of voting rights. In total, 7 new Q&As have been added, 4 revised and 10 deleted.

In the Q&A, ESMA clarify how the new aggregation requirements set out in Article 13a work with the existing articles 9, 10 and 13 in practice. They have stated that Article 13a, which extends to a natural person or a legal entity the notification requirements laid down in Articles 9, 10 and 13 when the number of voting rights held directly or indirectly by such person or entity under Articles 9 and 10 aggregated with the number of voting rights relating to financial instruments held directly or indirectly under Article 13 reaches, exceeds or falls below the thresholds set out in Article 9(1).

Furthermore, in relation to the above, ESMA has published a table which illustrates the changing position in an issuer and provides examples of the notifications to be performed assuming the minimum threshold for notification is 5%.

Additionally, the following questions have been added:

• Is a change of home Member State by a third country issuer during the transitional period valid for the purposes of the PD?
• From what date, should an issuer apply the 10 year period requirements for the information to remain publicly available under Articles 4(1), 5(1) and 6 of the TD?
• As regards the decision making process, shall National Competent Authorities (NCAs) publish decisions on sanctions and measures only after the exhaustion of all relevant legal remedies (or the expiry of the deadline to exercise them)?
• According to Article 12(3) an undertaking is exempted from making the notification if the notification is made by its (ultimate) parent undertaking – in which cases does Article 12(3) apply?

The revised questions include the following:

• Additional information in annual and half yearly financial reports;
• The requirement to make regulated information public;
• Responsibilities of the host Member State;
• Dissemination of regulated information.

Click here for Q&A

Click on the link above for further details.