EUROPE: Amendments to the Transparency Directive for EU major shareholdings published in EU Official Journal

Wednesday November 13 2013

Directive 2013/50/EU of 22 October 2013, which amends Directive 2004/109/EC on the harmonisation of EU transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (the EU Transparency Directive), has been published in the Official Journal of the European Union.

The Directive will enter into force on 26 November 2013, with Member State transposition required within two years of this date.

Among other reforms, changes have been introduced as regards the requirement to report EU major shareholdings, in particular as regards cash-settled derivatives. The revised Transparency Directive will require disclosure of major holdings of all financial instruments that could be used to acquire economic interest in listed companies which have the same effect as holdings of equity. This will include both cash and physically settled instruments, with holdings of financial instruments that provide exclusively for a cash-settlement being calculated on a ‘delta-adjusted’ basis. Holdings of financial instruments will be aggregated with holdings of shares for the purpose of calculation of the thresholds that trigger the notification requirement; however, the holder of shares and financial instruments has to specify separately the amount of holdings of shares and the amount of holdings of financial instruments in its notification.

Member states will continue to be permitted to set lower thresholds for notification.

Click on the above link for the text of the Directive in the Official Journal.