Following implementation of the amended Transparency Directive (2013/50/EU), effective 29 January 2016, several transparency requirements have changed for issuers. We refer to our July 2015 Newsletter for an overview of the most relevant changes.
Under the new rules, issuers must disclose their home Member State. In the Netherlands, this must be done by means of a press release and filing certain information with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, the “AFM”) and with the competent authority of any host Member State (where applicable) before 27 February 2016.
The AFM distinguishes between two types of issuers:
- issuers with a registered office in the Netherlands that have issued debt securities with a denomination per debt security of less than EUR 1,000 or issuers that have issued shares; and
- other issuers.
- Disclosure to the competent authority
For the issuers referred to under (i) above, the Netherlands is the home Member State and these issuers should disclose this to (a) the AFM and (b) the competent authorities of all Member States in which its securities are admitted to trading on a regulated market.
The issuers referred to under (ii) must disclose their home Member State to, where applicable:
- the competent authority of the Member State where they have their registered office (only if these issuers are incorporated in the EU);
- the competent authority of the home Member State; and
- the competent authorities of all Member States in which the securities are admitted to trading on a regulated market.
Category (ii) issuers that have to notify the AFM can do this by completing the ESMA form and submitting it by email to HMS_Registration@afm.nl.
It is important to note that category (i) or (ii) issuers may have to disclose their home Member State to multiple competent authorities.
- Press release
In addition to filing the ESMA form, certain issuers must publish a press release informing the markets of their home Member State, which must also be sent in PDF-format to HMS_Registration@afm.nl.
This requirement applies to all issuers the securities of which are admitted to trading on a regulated market located in the Netherlands (including issuers with a home Member State other than the Netherlands).
The AFM published an announcement on the home Member State disclosure requirement and the implications of the new transparency rules on their website.