On 22 December 2015 the First Chamber of the Dutch parliament adopted a bill implementing the revised European transparency directive. The bill, together with the implementing decrees, is expected to enter into force in early 2016; the 26 November 2015 implementation deadline has therefore not been met. In addition to our previous notes on the transparency directive, we discuss two amendments in this In context: the abolishment of the requirement to publish quarterly reports with retroactive effect to 1 January 2016, and the requirement for all issuers to disclosure the home member state.
Under the Bill the requirement for listed companies to publish interim (quarterly) reports is abolished; this will have retroactive effect to 1 January 2016.
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 filings with the home member state and any host member state. This requirement also applies to issuers whose home member state automatically follows from the transparency directive; that is, issuers of shares and issuers of notes with a denomination per unit of less than EUR 1,000. The rules do not specify a deadline for either of these disclosures to be made. However, for issuers that do have a choice as to their home member state, but which have not made a choice before 27 February 2016, the home member state will be the member state in which the issuer’s securities are admitted to trading on a regulated market. In case of multiple listings, the issuer will have as many home member states and, consequently, as many applicable transparency regimes until the issuer makes and discloses a choice for a single home member state. No press release needs to be published and, we presume, no filing needs to be made under the new rules by issuers that communicated their home member state before 27 November 2015. There is no objection against including the press release disclosure of the home member state in another press release.
We expect the Netherlands Authority for the Financial Markets (AFM) to publish an announcement on the home member state disclosure requirement and any other (practical) implications of the new transparency rules.