29 September 2014

ESMA publishes draft RTS on major shareholder disclosures

The revised Transparency Directive harmonised transparency requirements relating to information about issuers whose securities are admitted to trading on an EU regulated markets. This harmonisation aims to enhance transparency in respect of the ownership structure of an issuer, to improve legal certainty and reduce the administrative burden for cross-border investors. The revised Transparency Directive also addresses the issue of the disclosure regime for new types of financial instruments that expose investors to an economic risk similar to when holding shares.

The draft RTS supports the objectives of the revised Directive by facilitating the creation of a harmonised regime regarding the aggregation of holdings of shares and financial instruments, the calculation of notification thresholds and the exemptions from notification requirements.

The draft RTS on major shareholding notifications addresses the following issues:

•      Method of calculation of 5% threshold exemption regarding trading books and market makers;

•      Calculation method regarding a basket of shares or an index;

•      Methods for determining the ‘delta’ for calculating voting rights; and

•      Financial intermediaries' notification regime of financial instruments.

The Final Report also sets out the indicative list of financial instruments which are subject to the notification requirements laid down in the Directive. The empowerment to establish and maintain the list stems directly from the Transparency Directive and is not an RTS. However, following its best practices, ESMA has consulted on its content.

This final report contains a summary of the feedback from the public consultation as well as the changes to the draft RTS and the indicative list which ESMA proposes based on this feedback.

Press release

Full Report

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