Major Shareholdings
ESMA’s activities with respect to transparency requirements related to the notification of the acquisition or disposal of major holdings and related exemptions consist of promoting a common supervisory culture by means of common supervisory approaches and practices and ensuring consistent harmonisation of the TD regime for notification of major holdings.
The Transparency Directive (‘TD’) establishes transparency requirements with regards to the notification of the acquisition or disposal of major holdings and related exemptions. Under the TD shareholders are required to notify issuers when their holdings exceed or fall below certain thresholds. Issuers then disclose these notifications in order to keep the public informed.
The TD provisions on major shareholdings aim at enabling investors who acquire or dispose shares to be in full knowledge of changes in the voting structure of an issuer and in general providing transparency on important capital movements.
In the area of major holdings, ESMA endeavours to promote a common supervisory culture by means of common supervisory approaches and practices. In addition, to ensure consistent harmonisation of the TD regime for notification of major holdings ESMA developed four RTS on major shareholdings which covered certain issues relating to the use of specific calculation methods of thresholds and the application of existing exemptions from notification requirements. (Commission Delegated Regulation (EU) 2015/761 of 17 December 2014). Moreover, ESMA elaborated on an indicative list of financial instruments that are subject to notification requirements according to the TD.
As part of its supervisory convergence activity in this area, ESMA has prepared a number of Q&As addressing specific questions in the area of major holdings. These Q&As are included in the Q&A document which covers the Transparency Directive and aim at providing clarity to market participants on certain TD provisions.
ESMA has also published an information document, the Practical Guide, which summarises the main rules and practices applicable across the European Economic Area (EEA) in relation to notifications of major holdings under national law in accordance with the Transparency Directive. This Practical Guide is intended as a helpful aide to market participants and in particular shareholders who are subject to relevant notification obligations.