ESMA_QA_2062
Status: ✅ Answer Published
Link to ESMA Q&A tool: https://www.esma.europa.eu/publications-data/questions-answers/2062
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: Clarification on the application of the Transparency Directive, particularly Article 13, 1b, and its subsequent sub-points, in the context of synthetic shares
Question
Submission Date: 03 January 2024
Article 13 1. (b) states that Financial instruments with economic effect similar to that of the financial instruments referred to in that point, whether or not they confer a right to a physical settlement are subject to the notification requirement of Article 9 in the TD. The definition of “Financial Instrument” is further elaborated in Article 13, 1b, and its subsequent sub-points, and includeds the wording “any other contracts or agreements with similar economic effects which may be settled physically or in cash.”. ESMA has also produced an Indicative List of
Given this context, my question is: Do synthetic shares, which are created through various derivatives and structured financial processes to mimic the performance of actual shares without conferring ownership, fall under the scope of “financial instruments” as defined in Article 13(1)(b) of the Transparency Directive? Specifically, do synthetic shares qualify as “contracts or agreements with similar economic effects” that are subject to notification requirements pursuant to this paragraph?
ESMA Answer
Answer Date: 24-06-2024
Dear Sir/Madam, Thank you for contacting ESMA. ESMA is committed to replying to questions from market participants and to develop them to Q&As. However, due to the significant number of questions received, ESMA is not in the position to address all issues raised by market participants and has to prioritise them. The selection of questions to be developed into Q&As through this web-based tool is done taking into account a number of criteria related to the level of public attention and relevance of the topic from an overall EU perspective, also taking into account the type of stakeholder represented. Having carefully considered your question and considering the above criteria and current number of questions that have been addressed to us recently, ESMA will unfortunately not be in a position to develop a Q/A in relation to this question. Despite not being able to provide a Q&A on this occasion ESMA welcomes questions from you also in the future and invites you to take part of numerous Q&As and other guidance the ESMA has developed to seek guidance among that material. Regards, ESMA
This document was automatically extracted from the ESMA EMIR Q&A database.