Issuer Disclosures

If the issuer of securities proposes to amend its instruments of incorporation, i.e.  Memorandum and Articles of Association etc., it must communicate the draft amendment to the Central Bank and the regulated market on which its securities are traded.  This must be effected without delay but at the latest on the day of calling the general meeting which is to vote on the amendment.

The company is to ensure equal treatment for holders of all shares in the same position.  The issuer of shares is to ensure equal treatment for all holders of shares in the same position.  Similarly, the issuer of debt securities is to ensure holders of debt securities ranking equally are given equal treatment in respect of all the rights attaching to them.  The issuers must ensure that facilities and information necessary to allow the holders of debt or shares to exercise their rights are available in the home Member State and that integrity of data is preserved.

Shareholders and debt securities holders are not to be prevented from exercising their rights by a proxy, subject to the law of the country in which the issuer is incorporated. They are to make available a proxy form or the equivalent by electronic means to each person entitled to vote at a meeting of shareholders or a meeting of debt securities holders. It is to be made available together with notice concerning the meeting or on request, after announcement of the meeting.

The issuer shall designate as its agent, a financial institution through which all shareholders or debt securities holders may exercise their financial rights.

The issuer may use electronic means to convey information to shareholders and debt security holders. The decision to use electronic means to convey information to shareholders or debt securities holders must be taken at general meeting; The use of electronic means shall not depend upon the location or residence of the shareholder; or debt security holder.

Identification means shall be put in place so that security holders and shareholders entitled to exercise their rights are effectively informed. Shareholders, debt security holders or others entitled to acquire or dispose of voting rights shall be contacted in writing to request their consent to the use of electronic means for conveying information and if they do not object, within a reasonable period of time, their consent can be considered to be given.  They are entitled to request at any time in the future that information be conveyed in writing.

An issuer is to disclose to the public without delay any change in rights attaching to the various classes of shares including rights attaching to derivative securities issued by the issuer giving access to the issuer’s share. An issuer of securities, other than those admitted to a trading, shall disclose to the public any changes in the rights of holders of securities other than shares, including changes in the terms and conditions of such securities which could indirectly affect those rights, resulting from a particular change in loan terms or in interest rates.

An issuer of securities admitted to trading on a regulated market shall disclose to the public without delay any new loan issues and in particular any guarantee and security in respect of such loans.

An issuer shall provide information to holders on the place, time and agenda of meetings, total number of shares and voting rights and the rights of holders to participate in meetings.  They shall publish notice or distribute circulars concerning the allocation and payment of dividends and the issue of new shares, including information on any arrangement for allotment, subscription, cancellation and conversion.

An issuer shall publish notices and distribute circulars concerning the time, place and agenda for meetings of debt security holders; payment of interest;  exercise of any conversion, exchange, subscription, cancellation of rights and repayment; and the rights of holders to exercise rights in relation to the matters above.

If only holders of debt security whose denomination per unit amounts to at least €50,000 are to be invited to a meeting, the issuer may choose as a venue any Member State, providing all the facilities and information necessary to allow such holders to exercise their rights are made available in that Member State.

There are certain exemptions for State regional and local authorities.  There is provision for exemption from the above requirements where there are equivalent requirements in a third country.

Subject to the below, where securities are admitted to trading only on a regulated market in the State, the requisite information is to be disclosed in a language accepted by the Central Bank.  When securities are admitted to trading in more than one Member State including the State and the State is the home Member State, regulated information is to be disclosed in a language accepted by the Bank and either in a language accepted by the competent authorities of each host State or a language customary in the sphere of international finance, at the election of the issuer.

If securities are admitted to trading in more than one Member States excluding the State but the State is the home Member State, regulated information shall be disclosed in a language accepted by the competent authorities of those host Member States; or a language customary in the sphere of international finance, at the election of the issuer.

Where the State is the home Member State, regulated information shall be disclosed in a language accepted by the Bank or in another language customary in the sphere of international finance, at the election of the issuer.

If securities whose denomination per unit is at least €50,000 are admitted to trading on a regulated market in the State or in one or more Member States, regulated information shall be disclosed to the public in either a language accepted by the competent authorities of the home Member State and host Member States or in a language customary in the sphere of international finance, at the election of the issuer.

If an action concerning the content of regulated information is brought before a court or tribunal in the State, responsibility for the payment of costs incurred in the translation of that information for the purposes of the proceedings shall be in accordance with the law of the State.

The following obligation applies to issuers whose securities are admitted to a regulated market and whose home state is the State.  It also applies to securities that are admitted to trading only on a regulated market in the State which is the host Member State and not in the home Member state.

When disseminating regulated information, an issuer and other relevant persons must ensure compliance with minimum standards mentioned below.  The information shall be disseminated in a manner which ensures that it is capable of being disseminated to as wide a public as possible and as close to as simultaneously as possible in the home Member State, and the other Member States.

Regulated information, other than next mentioned shall be communicated to the media in unedited full text.  An annual financial report to be made public is not required to be communicated to the media in unedited full text except for certain information.  If information is of a type that would be required to be disseminated in half-yearly financial reports, then information of such a type which is contained in an annual financial report shall be communicated to the media in unedited full text.

The announcement relating to the publication of the following regulation shall include an indication of the website on which the relevant documents are available.

• Annual financial report required by the transparency regulations to be made public;
• Half-yearly financial report required by regulations to be made public;
• Interim management statement required by regulations to be made public or equivalent quarterly financial report.

Regulated information shall be communicated to the media in a manner which ensures the security of the communication, minimises the risk of data corruption and unauthorised access, and provides certainty as to the source of the regulated information.  Security of receipt shall be ensured by remedying as soon as possible any failure or disruption in the communication of regulated information.  An issuer or other person shall not be responsible for systemic errors and shortcomings in the media to which the regulated information has been communicated.

Regulated information shall be communicated to a RIS

• in a way which makes clear the information is regulated information;
• Clearly identifies the issuer, the subject matter and the time and place of the communication.

Upon request, an issuer or other person may communicate to the Bank, in relation to the disclosure of regulated information:

• The name of the person who communicated the regulated information;
• Security validation details;
• Time and date on which the regulated information was communicated;
• The medium through which the regulated information was communicated;
• Details of any embargo placed by the issuer on the regulated information.

An issuer and other person shall not charge investors any specific cost for providing regulated information.

Information disclosed to the third party which may be of importance to the public and the Member States shall be disclosed in accordance with the above requirements.  This applies to information that is not otherwise regulated information.