ESMA_QA_2031
Status: ✅ Answer Published
Link to ESMA Q&A tool: https://www.esma.europa.eu/publications-data/questions-answers/2031
Regulatory Context
Regulation : TRANSPARENCE
Level 1 Regulation: Transparency Directive (TD) Directive 2004/109/EC
Level 2 Regulation: No information available
Level 3 Regulation: No information available
Topic: Transparency
Subject Matter: Designation of an agent for the exercise of financial rights; TD Art. 17 and 18
Question
Submission Date: 25 February 2011
Question a: Articles 17 and 18 of the TD require issuers to ensure that all the facilities and information necessary to enable shareholders / debt securities holders to exercise their rights are available in the home Member State. Each issuer is also required to designate as its agent a financial institution through which shareholders / debt securities holders may exercise their financial rights. Must the issuer appoint as its agent a financial institution domiciled in the home Member State? Or is it sufficient to appoint a financial institution domiciled in another Member State?
Question b: Before the TD was adopted, similar provisions were included in Articles 65(2)(c) and 78(2)(b) of the Directive 2001/34/EC. However, there was an exemption for issuers providing financial services: “In particular, it [the issuer] must: (…) designate as its agent a financial institution through which holders of debt securities may exercise their financial rights, unless the under-taking itself provides financial services.” Does the TD require issuers who are financial institutions to appoint as an agent a financial institution other than itself?
ESMA Answer
Answer Date: 25-02-2011
[ESMA31-67-127 TD Q15] Answer a: It is up to the issuer to ensure that facilities to exercise the (financial) rights of holders of shares / debt securities are available in the home Member State. However, the domicile of the agent does not have to be in the home Member State. Answer b: No, issuers who are financial institutions may still appoint themselves as an agent.
This document was automatically extracted from the ESMA EMIR Q&A database.