ESMA_QA_2036
Status: ✅ Answer Published
Link to ESMA Q&A tool: https://www.esma.europa.eu/publications-data/questions-answers/2036
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: Notifications of major shareholdings
Subject Matter: Horizontal aggregation; TD Art 13a
Question
Submission Date: 23 October 2015
How do the new aggregation requirements set out in Article 13a work with the existing Articles 9, 10 and 13 in practice?
ESMA Answer
Answer Date: 23-10-2015
[ESMA31-67-127 TD Q20] Article 13a extends to a natural person or a legal entity the notification requirements laid down in Articles 9, 10 and 13 when the number of voting rights held directly or indirectly by such person or entity under Articles 9 and 10 aggregated with the number of voting rights relating to financial instruments held directly or indirectly under Article 13 reaches, exceeds or falls below the thresholds set out in Article 9(1). The table below illustrates the changing position in an issuer and provides examples of the notifications to be performed assuming the minimum threshold for notification is 5%:
Day
Position of direct/ indirect holdings of voting rights (Art. 9/10)[1]
Position in financial instruments (Art. 13)
Total position (Art. 13a)
Notification required? Yes/No
Threshold triggered according which basket (Art. 9/10[2], 13, 13a TD)?
1
7%
7%
Yes
Art. 9/10
2
7%
2%
9%
No
3
8%
4%
12%
Yes
Art. 13a(1)
4
11% (exercise of 3% f.i.)
1%
12%
Yes
Art. 9/10
5
8%
6%
14%
Yes
Art. 9/10 Art. 13
6
8%
4%
12%
Yes
Art. 13
7
9% (exercise of 1% f.i.)
3%
12%
No
8
9%
7%
16%
Yes
Art. 13 Art. 13a(1)
9
12%
7%
19%
Yes
Art. 9/10
[1] For purposes of convenience holdings under Article 9 and 10 are not separately represented.
[2] This case is an example of Art. 13a(2), where the holder acquires the underlying shares of the financial instrument and crosses or reaches a threshold laid down by Article 9(1) and has to make a disclosure accordingly.
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