Notification of home Member State under the Transparency Directive

2016-04-07 | ESMA News Markets

As of February of this year, new rules apply for how notification is made about a home Member State. This text provides a brief description of what the new rules entail.

The new rules regarding notification of home Member State were introduced through the Transparency Directive Amendment (2013/50/EU) that entered into force on the 26th of November 2015. These amendments were entered into Swedish legislation through amendments to the Securities Market Act (2007:528), which entered into force on the 1st of February 2016.

Authorities that shall be notified

  • A notification of home Member State should be made to the national competent authority (NCA) in the following Member States: The home Member State
  • The Member State where the issuer has its registered office, where applicable
  • All host Member States

Standard form

In order to facilitate the notification procedure, the European Securities and Markets Authority (ESMA) has recommended the use of a standard form, made available in several languages on the following link: Standard form for disclosure of home member state

When notifying Finansinspektionen (FI) the use of either the Swedish or the English version is appreciated. The notification is to be submitted to listedcompanies@fi.se.

Allocated home Member State

The rules governing when Sweden is considered to be the home Member State of an issuer are laid out in Ch. 1, sections 7-9a of the Securities Market Act. As follows from section 9a, an issuer that refrains from disclosing the choice of home Member State within the prescribed time period runs the risk of being appointed several home Member States, under certain conditions.

New form generates better data

Issuers that have chosen a home Member State before the 1st of February 2016 and have notified FI of this choice are exempted from the obligation to disclose this choice. However, FI encourages these issuers to re-notify FI of this choice using ESMA's standard form, which contains more detailed information than which has previously been required, and thereby improves the quality of the information on file with FI.

1st of May an important date

For issuers whose transferable securities are admitted to trading on a regulated market in Sweden and who, prior to the 1st of February 2016, have not made a choice of home Member State within the EEA and disclosed this choice, Sweden will constitute a home Member State if a different choice is not made and disclosed before the 1st of May 2016.

This does not apply to

  • issuers of shares or such debt instruments defined under Ch.1, section 7 of the Securities Markets Act that are registered within the EEA,
  • issuers that, before the 1st of February 2016, have made a choice of home Member State that is not Sweden and notified the NCA in the home Member State of its choice.

Joint EU register

The information submitted to FI in these notifications is compiled and forwarded to ESMA, who maintains a register of all issuers under surveillance from NCAs within the EU. The register is updated semi-annually and will be for the use of NCAs only at this stage.

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