Introduction
Major holdings
Cross-border confusion
Welcome clarification
Comment
Introduction
The European Securities and Markets Authority (ESMA) recently published a practical guide which provides an overview of each EU member state's national rules for the major holdings notification regime provided under the EU Transparency Directive (2004/109/EC) on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.
ESMA previously issued detailed guidelines regarding the application of the EU Transparency Directive; however, the guide constitutes a useful reference tool for:
- companies which are listed on a regulated market of another EU member state (ie, issuers); and
- holders of listed securities of such issuers.
The guide provides a country-by-country summary of the notification requirements of major holdings of each EU member state in accordance with the EU Transparency Directive.
Pursuant to the EU Transparency Directive, holders, issuers and certain other persons must notify the proportion of a holder's voting rights in an issuer following the acquisition or disposal of major holdings by a holder.
In Cyprus, the major holdings threshold is met when a holder acquires or disposes of a proportion of shares to which voting rights are attached in an issuer, where that proportion reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75%. A holder that newly acquires shares in an issuer and meets these thresholds must also make the relevant notifications using a prescribed form.
The EU Transparency Directive has been implemented under the national legislation of each EU member state, including Cyprus. Therefore, although it has contributed to the simplification of reporting regimes in cross-border structures, the individual transposition of the EU Transparency Directive into national law in each member state has meant that diverging notification procedures have been implemented across the European Union.
As a result, holders and perhaps even issuers, particularly in cross-border structures, can often find themselves unknowingly overlooking certain notifications required by national reporting regimes.
ESMA's guide clarifies certain key obligations and deadlines which apply under the Cyprus legislation that implemented the EU Transparency Directive and the Transparency Requirements Law (L190(I)/2007), as amended.
Issuers that are subject to the Transparency Requirements Law must make notifications under Article 12 of the EU Transparency Directive in relation to certain notifications that they receive. The deadline by which notification must be made is the trading day after the day on which the issuer received notification.
Further, the guide clarifies the following key deadlines under the Transparency Requirements Law:
- The date on which a holder is deemed to trigger a notification requirement in respect of transactions which are carried out on a regulated market (on-exchange transactions) is the trade date.
- The event by which a holder is deemed to trigger a notification requirement in respect of a change in the breakdown of voting rights under Article 9(2) of the EU Transparency Directive (passive crossings) is when the relevant publication by the issuer of the voting rights is made under Article 15 of the directive. The issuer must make this publication at the end of each calendar month.
- The guide also specifies that intra-day netting – where a holder that exceeds a notification threshold and falls below the same notification threshold later in the same trading day nets the voting rights for the purposes of calculating its notification position – is permitted under the Transparency Requirements Law.
ESMA's guide on the EU Transparency Directive's major holdings notification regime addresses common pitfalls in relevant cross-border structures. The clarification is welcome for holders and issuers, as it provides additional clarity and certainty regarding their obligations in each EU member state, including Cyprus (for further information please see "Common pitfalls in cross-border reporting requirements under EU Transparency Directive").
For further information on this topic please contact Nancy Erotocritou or Elina Mantrali at Harneys Aristodemou Loizides Yiolitis LLC by telephone (+357 2582 0020) or email ([email protected] or [email protected]). The Harneys website can be accessed at www.harneys.com.