On 26 November 2015, the Transparency (Directive 2004/109/EC) (Amendment) (No. 2) Regulations 2015 (the Regulations) became effective, altering the Irish transparency regime. The Regulations implement Directive 2013/50/EU, which further amends the Transparency Directive (2004) and also amend the Transparency (Directive 2004/109/EC) Regulations 2007, as amended.
Key changes introduced by the Regulations include:
- Notification obligations now include holdings in certain financial instruments that could be used to acquire economic interests in an issuer.
- Half-year financial reports must be published within 3 months of the close of the reporting period.
- Half-yearly and annual reports must be publicly available for 10 years.
- Issuers who do not choose a home Member State within 3 months of securities first being admitted to trading on a regulated market will be the subject of ‘deemed Member State’ provisions.
The Central Bank of Ireland has also updated its Transparency Rules (the Rules), effective November 2015, to reflect these changes. Notable changes to the Rules include:
- Shareholdings and interests in financial instruments must now be aggregated to ascertain whether interests reach the notifiable thresholds.
- The deletion of references to interim management statements.
- The deletion of guidance relating to filing of amendment to instruments of incorporation.