Revised Transparency Directive: ESMA consultation on draft regulatory technical standards

The revised Transparency Directive (2013/50/EC) (the revised TD), which entered into force on 27 November 2013, harmonises the transparency requirements relating to information about issuers whose securities are admitted to trading on an EU regulated market and revises the scope of the original Transparency Directive (2004/109/EC). The changes are intended to enhance transparency for cross-border investors and reduce administrative burden for issuers. Member states are required to implement measures to transpose the revised TD into national law within two years of its coming into force on 27 November 2013. A popular amendment introduced by the revised TD is the abolition of the requirement to publish interim management statements, which the UK government fully supports and intends to implement as soon as practicable.

Other significant changes to the regime include the extension of the requirement to disclose major holdings in financial instruments to include holdings in all instruments with similar economic effect to holding shares and entitlements to acquire shares. (The UKLA DTRs already contain requirements to this effect.) The effect of this change means that notification obligations will relate to both cash-settled, as well as physically settled, financial instruments. The revised TD further seeks to clarify the methodology for calculating the number of voting rights and specifies a list of financial instruments that will be subject to the notification requirements…

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