Shareholder Disclosure: Long Holdings in Europe

Belgium

In addition to the standard regulator-imposed notification thresholds for long holdings, many Belgium issuers impose their own threshold disclosure obligations, at levels as low as 1%.

Czech Republic

Investments in certain issuers with a minimum level of registered capital trigger a stricter disclosure obligation, at a 1% or 3% initial threshold rather than the standard 5%.

France

As in Belgium, many issuers in France set forth their own separate shareholder disclosure thresholds. The vast majority of blue chip issuers comprising the CAC 40 impose them, as do hundreds of other issuers large and small. Notification thresholds can start as low as 0.5%.

Germany

Germany’s financial authority (BaFin) has regularly required shareholders to submit additional supporting documentation with their disclosures, including a corporate structure chart of relevant managers and funds.

Greece

In addition to its fixed thresholds that start at 5%, Greece requires additional notifications when holding at least 10% and increasing or decreasing holdings by at least 3%.

Iceland

Iceland’s regulator, the Financial Services Authority, has a tight notification deadline for shareholders reaching disclosure thresholds: one trading day.

Irland

Investors with long holdings in Ireland should be aware of several different disclosure regimes that may affect them. The “Transparency Regulations” impose the EU-required thresholds (starting at 5%), as well as stricter thresholds for investing in Ireland-registered issuers (3% and every higher percentage point). An additional set of thresholds for investing in Ireland PLCs are set forth in Ireland’s “Companies Act” (also 3% and every higher percentage point). Finally, the “Substantial Acquisitions” regime requires separate filings with different forms (at 15% and greater levels), among other restrictions.

Norway

Not to be outdone by Iceland, Norway’s regulator has imposed a difficult deadline, obliging shareholders reaching a threshold to make their filing on that very same trading day. The regulator describes the deadline as “immediately”, which many filers interpret as requiring notification within one hour.

Poland

Like Greece, Poland requires additional notifications for changes in holdings, if already holding at least 10%. But in Poland these further thresholds depend on the trading venue involved: notify upon 2% changes for holdings in Warsaw Stock Exchange-listed issuers, or upon 5% changes for issuers on other markets. (In addition, once holding 33%, notifications are required for every 1% change.)

Portugal

Portugal sets forth no fewer than three different sets of long filing thresholds for shareholders (starting at 2%), depending on where the relevant issuer is registered and listed.

Spain

Shareholders considered to be based in a “tax or regulatory haven” must disclose their positions at every percentage point of holdings reached in a Spanish issuer, starting at 1%. (Spain’s changing list of tax havens has included jurisdictions such as Bermuda, the Cayman Islands, the Cook Islands, the British Virgin Islands, the US Virgin Islands, Saint Lucia, Gibraltar, Liechtenstein, Monaco, Isle of Man, and the Channel Islands.)

Sweden

Sweden’s financial regulator (Finansinspektionen), in detailed public announcements that identify offending shareholders, continues to levy frequent fines for late or missed substantial shareholder filings. Sanctions are commonly issued several times per month, each typically amounting to hundreds of thousands of Swedish Krona (tens of thousands in US Dollars), but can be much higher.

Switzerland

Among the several unique aspects of Switzerland’s shareholder disclosure regime, separate calculations are required, and separate notification obligations can be triggered, for the holdings categories “purchase positions” and “sale positions”. They include specific asset types, yet may also overlap one another in certain respects, as a shareholder calculates its positions and determines when to make a filing.