The Transparency Directive, which applies to issuers of securities which are admitted to trading on an EU regulated market regardless of their country of incorporation(issuing institutions), was amended in 2013 by Directive 2013/50/EU. The amendments have been implemented in the Dutch Act on financial supervision (AFS) and will become effective as of 1 January 2016.

The Transparency Directive, as amended, seeks to lessen the administrative burdens of small and medium-sized issuing institutions, as well as to increase its effectiveness, especially with regard to the disclosure of major holdings.

The most important changes as implemented are the following:

  • The requirement for issuing institutions with listed shares to publish an interim statement, in addition to their annual and half-yearly financial reporting, is abolished.
  • The deadline for issuing institutions for publication of their half-yearly financial report is extended from 2 to 3 months after the end of the reporting period.
  • The retention period for annual and half-yearly reports of issuing institutions is extended from 5 to 10 years.
  • Every holder of 3% or more of the shares or voting rights in an issuing institution, whose interest has changed compared to his most recent notification to the AFM as regards its composition (resulting from e.g. the exchange of shares, an actual interest, for depositary receipts of shares, a potential interest, or the exercise of a right to acquire shares pursuant to which the potential interest becomes an actual interest), and who knows or should know that pursuant to this change his interest reaches, exceeds or falls below a threshold, must notify the AFM of this change within four trading days. Under current legislation, the notification of these changes has to be made once a year within four weeks after 31 December.
  • Issuing institutions which are active in the extractive or logging of primary forests sectors are required to publish a report within 6 months after the end of their financial year of the payments over €100,000 made to public bodies in the countries where the group is active; this report needs to be retained for 10 years. See our flash of 21 December 2015.
  • The maximum administrative fine for breaches of certain provisions of the AFS is increased (i) for legal persons up to the higher of €10 million and an amount equal to 5% of the net annual turnover of the preceding year, and (ii) for individuals up to €2 million.