On 29th January 2016, the Spanish National Stock Market Commission (“CNMV”) published the circular 8/2015, of 22nd December, by which the model forms of notification for majority shareholders, directors and executives and their close connections, and issuer’s operations on own shares are approved (“Circular”). Said Circular derogates circular 2/2007, of 19th December, of the CNMV, by which the model forms of notification for majority shareholders, executives and directors, and issuer’s operations set forth in Royal Decree 1362/2007, of 19th October.
The new model form regarding the notification to be given by majority shareholders of quoted companies has been adjusted taking into account the new model form of notification for majority shareholders published by the European Securities and Markets AuthorityESMA (ESMA/2015/1597), concentrating mainly on the objective of reaching a higher degree of convergence and harmonisation regarding information which shareholders must provide, as well as facilitating compliance with their reporting obligations. The new model form of notification for executives, holders of shares or financial instruments relative to shares have also taken the ESMA format as a reference, although it had to be adapted in order to incorporate the reporting obligations specific to this group, arising from the legislation on market abuse.
Models
Model I includes the obligation of submitting information relevant to voting rights, which are applicable to majority shareholders who are not directors. In this Model, the regulated entity will add all voting rights in its possession, associated or attributed to both shares and other financial instruments conferring rights to purchase already issued shares that confer voting rights or that have a similar economic effect.
Model II, applicable to directors, must include the identification of the final position of both direct and indirect voting rights, attributed to both shares and other financial instruments. Consequently, all operations performed by the director either directly, or by other persons (who in some cases shall be deemed to have close connections) must be included, provided that the voting rights correspond to the director himself, as he is the one possessing the discretion to exercise such rights.
Models I and II retain a specific subsection in order to reflect the delegation of voting rights. In such cases, the notification period will begin as from the trading day following the holding of the Shareholders General Meeting.
Model III applies to the directors of issuers and their close connections, as well as to those close connections between the directors of the issuers whose position regarding voting rights are not attributable to the director himself as a result of not holding the discretion to decide the way of voting for such rights. Where operations are carried out by way of the close connections of the directors of the issuer whose position regarding voting rights are not attributable to the director himself, such operations must be notified by the bearer of the close connection himself.
Model IV, shall be used for notifying operations performed with own shares.
In Model V, applications for exemption from notification of major holdings applicable to market makers shall be carried out.
Model VI shall be used for notifying remuneration systems granted to administrators or directors by an issuer whose shares are admitted to trading on a regulated market domiciled in the EU.
Deadlines
Major shareholders shall give the corresponding notification within a maximum of four trading days as from the date upon which the obliged person may have known or should have known about the circumstance giving rise to the obligation for notification.
For purchase and sale operations on the market, the deadline shall begin to run no later than two trading days following the transaction.
For other operations, the deadline shall begin to run as from the trading day following the date upon which the operation takes effect.
The directors and executives and their close connections should give the corresponding notification within five trading days following the day upon which the transaction takes place.
The new circular entered into force on 28th January 2016. The parties obliged should use the new models as from 31st March 2016.
Mika Otomo
Vilá Abogados
For more information, please contact:
5th February 2016
