As part of the series of reliefs that the Israel Securities Authority is promoting in order to ease the regulatory burden applied to entities under its supervision, a number of amendments to the Securities Regulations (Periodic and Immediate Reports), 5730 – 1970 were promulgated in the Official Gazette recently.
The Amendment to the Reports Regulations includes, inter alia, reliefs relating to reporting times, reports about changes in holdings by interested parties, a relief relating to the inclusion of information by way of referral, reports about negotiations, about delaying the publication of reports (a news flash about this is published separately on our website), etc. The Amendment to the Reports Regulations shall come into effect during January 2016.
Following is a summary of the key provisions of the Amendment to the Reports Regulations
Extension of the deadlines for immediate reports
Currently, insofar as a corporation first learns of a reportable event before 09:30 on any trading day, the report must be filed by no later than 13:00 on that same trading day. Insofar as a corporation first learns of a reportable event after 09:30 on any trading day, the report must be filed by 09:30 on the following trading day.
The table below presents the provisions of the Amendment:
Click here to view table.
Inclusion of information by way of referral
The historical distortion whereby it had only been possible to refer from a comprehensive report to a more limited report (such as from a periodic report to an immediate report), shall be amended. Corporations will be allowed to include information by way of referral, provided that neither the corporation nor any of its officers has been convicted of a violation pursuant to the Securities Law, pertaining to a breach of a reporting obligation that applies to it, during the three years preceding the report date.
Reliefs in reports of holdings by interested parties and senior officers
The obligation to issue a monthly report of the status of holdings by interested parties and officers of a corporation (T-77) shall be amended to quarterly.
There is no change in relation to the obligation to file immediate reports of a change in holdings with regard to the corporation itself, a corporation under its control, a controlling shareholder of the corporation, or a senior officer of the corporation. With regard to other holders not mentioned above, including members of an institutional reporting group, including nostro, the obligation to file an immediate report about a change in their holdings shall apply to a cumulative change of 2% in the corporation’s issued and paid-up share capital, or 10% in the bonds (instead of the current reporting obligation concerning a cumulative change of 1% in the share capital or 5% in the bonds), since the date of the last report.
Reliefs in reporting about the appointment and cessation of office of senior officers
The immediate reporting obligation relating to the appointment and cessation of office of officers will apply only to the following officers: director (including chairman), C.E.O., chief business manager, and C.F.O. Thus, the Amendment will rescind the immediate reporting obligation in relation to the appointment and severance of anyone who is not one of the above officers, provided that at issue is not severance under circumstances that must be brought to the public’s attention, in which case, the immediate reporting obligation still applies.
Amendment to the reporting obligation pertaining to donations
Currently, corporations are obligated to specify their policies on the subject of the granting of donations in their directors’ reports to the shareholders. The Amendment prescribes that, if the volume of a corporation’s donations to a particular body exceeds NIS 50,000, then the corporation will be required to provide details about the nature of the relations (if any) between the recipient of the donation and the corporation, a director, the C.E.O., the corporation’s controlling shareholder or a relative.
The Capital Markets Department is at your service, should you have any questions in this regard.