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Welcome to EQUITY ISSUES, a short note on a relevant issue in the private equity and venture capital industry.

If you would like to discuss any of the points we raise below, please contact me or one of our other lawyers. 
 
Claire Cummings
020 7585 1406
[email protected]
www.cummingslaw.com
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EQUITY ISSUES

EVENTS

Claire Cummings has been invited to speak at Collyer Bristow’s Winter Breakfast Update on Derivatives on Wednesday 1 March (8.00am – 10.00am at 4 Bedford Row, London WC1R 4TF).

Claire will talk about MiFID II FCA applications and provide an outline of the new instruments and activities which will require authorisation and the deadlines for applications.

Also speaking at the event will be Collyer Bristow partner Robin Henry, who will discuss gold price fixing claims against banks by investors and traders and Collyer Bristow partner Janine Alexander, who will provide an update on recent derivative cases including the recent Court of Appeal decision in the Banco Santander Totta case on the interplay between local law, the Rome Convention and the ISDA provisions.

To attend, please RSVP to [email protected] or call Jemima Standen-Jewell on 020 7468 7279
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TRANSPARANCY DIRECTIVE: PRACTICAL GUIDE TO NOTIFICATIONS OF MAJOR SHARHOLDINGS

ESMA has published a practical guide (the “Guide”) to national rules across the EEA on major holdings notifications under the Transparency Directive. The Guide is intended to help market participants navigate the different requirements across the EEA and may be particularly useful to shareholders with notification obligations under national law in accordance with the Transparency Directive.

Background

The Transparency Directive requires investors to notify issuers when they acquire or dispose of shares admitted to trading on regulated markets which result in their total voting rights crossing certain set thresholds. As a minimum harmonisation directive, the Transparency Directive allows EEA countries some discretion as to how they transpose the rules into national law. Therefore, ESMA has prepared the Guide, in close cooperation with national regulators, to help market participants identify their notification obligations under national law in accordance with the Transparency Directive.

The Guide

The Guide is divided into two parts.

Part I of the Guide sets out a summary of the main rules and practices in relation to the marketing and publishing notifications of major holdings under national law in accordance with the Transparency Directive. Information is presented on a country-by-country basis to allow market participants to easily identify information about the jurisdiction(s) of interest to them. The focus in on exchange transactions based on the assumption that these trigger the majority of notification obligations under the Transparency Directive.

Part II of the Guide presents key data, including:

• information on notification thresholds
• the triggering event
• the deadline for learning of the triggering event
• the deadline for making a notification
• permitted channels and format for the filing of notifications
• the deadline for publishing a notification.

The information is organised in a series of tables, enabling market participants to compare rules across different jurisdictions.

ESMA points out that it is only responsible for the reproduction of information received from national authorities and is not therefore responsible for any such information being accurate and up to date. It therefore advises that any queries regarding Member States’ specific content should be addressed directly to the relevant competent authority in that Member State.

Next Steps

ESMA will update the Guide on an ad hoc basis as and when necessary based on changes to national rules and practices.

This document is for general guidance only. It does not contain definitive advice.
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Cummings
Tel: + 44 20 7585 1406
Mob: + 44 7734 057 327
www.cummingslaw.com
13 February 2017