On October 9, 2015, the UK Government published Regulations implementing the Transparency Amending Directive which amends the Transparency Directive, the Transparency Directive Implementing Directive and the Prospectus Directive. The Regulations amend the Financial Services and Markets Act 2000 and include provisions on the new definition of what comprises an instrument to be counted towards the major voting notification thresholds. The new definition aligns itself with the Transparency Amending Directive’s harmonized definition whereby holdings of all instruments equivalent to holding equity, rather than just equity itself, count towards the notification thresholds. The provisions also impose an obligation on the FCA to ensure that there is a central storage system for all information required to be disclosed under the Transparency Directive and its related EU legislation and the Market Abuse Directive. The FCA may also apply to court for a suspension of voting rights for shares in the event of breaches of the Transparency Directive requirements to notify changes in major shareholding. The provisions which require the FCA to make or amend its rules will come into force on November 1, 2015. The remainder of the provisions come into effect on November 26, 2015. Both the FCA and HM Treasury consulted in March 2015 on implementing the revised Transparency Directive.
The Regulations are available at: http://www.legislation.gov.uk/uksi/2015/1755/pdfs/uksi_20151755_en.pdf.