On 29 January 2016, the Amended Transparency Directive Implementation Act (Implementatiewet wijziging richtlijn transparantie) and the Amended Transparency Directive Implementation Decree (Implementatiebesluit wijziging richtlijn transparantie) entered into force, with the aim of implementing Directive 2013/50/EU in Dutch law.
All issuer of securities admitted to trading on a regulated market in the EEA have a home member state. These issuers must publicly announce their home member state in the manner prescribed by the laws of their home member state for the making public of “regulated information” before 27 February 2016 (see below). For issuers whose home member state is the Netherlands, this means that they must publish a press release, and file it in pdf-format with the AFM. The AFM has established a special email address for this purpose (HMS_Registration@afm.nl).
There are two exceptions to the above rule. First, where securities are admitted to trading on a regulated market in only one host member state, and not in the home member state, the relevant issuer must publicly announce its home member state in the manner prescribed by the laws of this host member state for the making public of “regulated information”. The second exception is that an issuer which chose a home member state and communicated that choice to the home member state’s competent authority prior to 27 November 2015 does not have to publicly announce its home member state, unless it chose another home member state after 27 November 2015.
Another new rule is that issuers must separately notify their home member state status to the competent authority of the member state where they have their registered office (if applicable), the competent authority of their home member state and the competent authorities of their host member states.
The AFM has requested issuers whose securities are already admitted to trading on a regulated market to publicly announce their home member state (if neither of the two exceptions described above applies) and to notify the relevant competent authorities (regardless of whether either of the two exceptions applies) before 27 February 2016.