From 26 November 2015, all issuers must disclose their home Member State to:
- the competent authority of the Member State where it has its registered office, where applicable
- the competent authority of the home Member State; and
- the competent authorities of all host Member States.
To assist with this, the European Securities and Markets Authority (ESMA) has published a standard form for use by the EU National Competent Authorities (NCAs). The FCA has adopted this form, with effect from 26 November 2015, and expects issuers with securities admitted to trading on a regulated market (who are required to make disclosure to the FCA) to complete and submit this form to them by email to email@example.com.
The information provided in the home Member State notifications will be sent to ESMA who will maintain a centralised list of all issuers regulated by NCAs. The list will be updated on a six monthly basis and will be available only to NCAs initially.
Therefore, all issuers with securities admitted to trading on a regulated market (who are required to make disclosure to the FCA) should note the following requirements.
Existing issuers who have already disclosed their home Member State to the FCA:
In respect of existing issuers who have already disclosed their home Member State to us, there is no obligation under the TD to do so again. However, the new ESMA notification form, which the FCA is adopting, requires more detail than previously requested by the FCA. To ensure consistency of information held, the FCA is asking all existing issuers to update their notifications and submit the form to the FCA.
Issuers with a choice of home Member State who have not yet notified the FCA of their choice:
If an issuer has a choice of home Member State and does not declare this information within three months of its securities first being admitted to trading, a default home Member State will be given. The new default provision under the Transparency Directive will also apply to any existing issuer who has a choice of home Member State but has not yet notified the FCA of their choice. Therefore, the FCA is asking all issuers who have not yet notified the FCA of their choice of home Member State to do so by 26 February 2016 using the standard notification form.
Issuers incorporated in the Union with no choice of home Member State but have not yet notified the FCA who their home Member State is:
In addition, any existing issuers incorporated in the Union who do not have a choice of home Member State will also need to inform the FCA of their home Member State (if they have not already done so by 26 November 2015).