IRELAND: CBI Propose to Consolidate Transparency and Market Abuse Rules

Monday June 25 2018

The Central Bank of Ireland (CBI) is inviting responses to proposals to publish a set of Central Bank (Investment Market Conduct) Rules under the Companies Act 2014, which will consolidate into one statutory instrument its Transparency Rules and Market Abuse Rules, subject to certain amendments.

The CBI also proposes to retain the existing Guidance on these topics, again subject to certain additions and amendments.

Changes to the proposed Rules include:

Requirements applicable to issuers of preference shares

Rule 10.2(2) of the Transparency Rules currently provides that the Transparency Regulations do not apply to an issuer of preference shares. The CBI believes the requirements set out in these Regulations may be relevant to and provide protection for preference shareholders. Therefore, it is proposed not to continue Rule 10.2(2) of the Transparency Rules.

Notification of major shareholdings

Rule 7.2 of the Transparency Rules provides that the CBI does not permit shares acquired by a borrower under a stock lending agreement to be disregarded for the purposes of determining whether a person has an obligation to make a notification under Regulation 14(1) of the Transparency Regulations. It is proposed not to continue this Rule, because Regulation 14(5)(f) of the Transparency Regulations, which allowed voting rights attaching to shares acquired by a borrower under a stock lending agreement as determined by rules of the CBI to be disregarded for this purpose, has been repealed.

Rule 7.3 of the Transparency Rules provides that, where a transaction is conditional on the approval by public authorities, or on a future uncertain event the occurrence of which is outside the control of the parties to the agreement, the parties are deemed to have knowledge of the acquisition, disposal or possibility of exercising voting rights only when the relevant approvals are obtained or when the event happens. It is proposed not to retain Rule 7.3 and to instead issue CBI Guidance to this effect.

Notification of Home Member State

Rule 4.2 of the Transparency Rules provides that, at the end of every three year period, issuers must comply with the provisions of Regulation 2A(4) of the Transparency Regulations if Ireland is chosen again as home Member State. As this Rule is no longer necessary for the purposes of allowing the Central Bank to identify issuers falling within its remit, it is not proposed to continue this Rule.

Responses can be made by email to corporatefinancepolicy@centralbank.ie, and should be submitted no later than 22 September 2018.

Click on the above link for more information.