The Central Bank of Ireland has issued updated Transparency Rules, which came into effect from 5 November 2012. The new Rules reflect the ending of the delegation arrangement with the Irish Stock Exchange (ISE) relating to the performance of certain tasks under the Transparency (Directive 2004/109/EC) Regulations 2007, which transposed into Irish law the provisions of the Transparency Directive. These delegated tasks had been carried out by the ISE on behalf of the Central Bank since 2007.
The Irish Auditing & Accounting Supervisory Authority (IAASA) remains the relevant competent authority for examining whether referred to in the Directive is drawn up in accordance with the relevant reporting framework. The role of IAASA is unaffected by the ending of the delegation arrangement between the Central Bank of Ireland and the ISE.
The following are the key changes made by the new Transparency Rules:
The Central Bank is no longer exercising any of its powers via the Irish Stock Exchange, but is exercising them directly, and a number of procedural changes have been made to the way issuers must comply with their filing obligations under the Regulations.
Rule 5.2 and Rule 8 have been amended. The effect of the changes is that where an issuer or person discloses regulated information, they must now simultaneously notify the Central Bank, as well as the Company Announcements Office (CAO) of the ISE, and also file the information with the Bank as well as either directly with a Regulatory Information Service (RIS) or indirectly with a RIS via the CAO. Previously, the obligation was to notify the CAO only and file via the RIS or CAO, and notifying the CAO was deemed to be compliance with the obligation to file the information with the Bank. The previous rule had led to some confusion for issuers.
Where it is proposed to publish the issuer's annual or half-yearly financial reports on the last day of the respective four and two month periods during which these reports must be published, as required by the Transparency Regulations, the Central Bank must now be informed, by 3pm on that day, that the relevant report will be disseminated to a RIS, and an affirmation must be given that the report will be published on that day.
Where an issuer knows in advance that it is likely to need to publish regulated information outside business hours, it must now inform the Central Bank of this by 3pm on the last prior business day of how it will comply with its publication obligations under the Rules. Previously, the obligation had been to notify the Bank before close of business on the preceding business day.
Drafts of amendments proposed to be made to Memoranda or Articles of Association or equivalent instruments of incorporation must be filed with the Central Bank, rather than with the ISE, as was the case under the old rules.
Other recent changes to the Transparency Regime There have also been a number of other recent changes to the transparency regime. The Transparency (Directive 2004/109/EC) Regulations 2007 were amended in certain minor respects in 2010 by the Transparency (Directive 2004/109/EC) (Amendment) Regulations 2010 (S.I. No. 102 of 2010). In the same year, the Central Bank Reform Act 2010 further amended the 2007 Regulations to substitute references to the Central Bank for references to IFSRA.
Changes were also made to the Prospectus and Transparency regimes in Ireland by the implementation into law of Directive 2010/73/EU, which amended both the Prospectus Directive (Directive 2003/71/EC) and the Transparency Directive. The changes in Directive 2010/73/EU related, in the main, to the Prospectus regime. However, some corresponding changes were introduced to the Transparency regime. The Transparency (Directive 2004/109/EC) (Amendment) Regulations 2012 (S.I. 238/2012)) came into effect on 1 July 2012, and amended the Transparency (Directive 2004/109/EC) Regulations 2007 as amended by the 2010 Regulations. Some of the key changes related to the minimum denomination thresholds for issuers of debt securities (a) which apply in respect of the exemption from the requirement to produce annual and half-yearly financial reports and interim management statement, (b) which apply to enable the issuer to chose any member state as a venue for meetings, and (c) which govern the right of debt issuers to elect the language of regulated information.
The Regulations were further amended in 2012 by the Transparency (Directive 2004/109/EC) (Amendment) (No.2) Regulations 2012 (S.I. 316/2012). These Regulations gave effect to Article 7 of Directive 2010/78/EU of the European Parliament and of the Council of 24 November 2010 amending 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. The changes, like those made in 2010, are mostly minor in nature, and in summary terms facilitate the exchange of information by the Central Bank or IAASA with, inter alia, The European Securities and Markets Authority (ESMA) and the European Systemic Risk Board, and the co-operation by the Irish bodies with ESMA.