European Union – ESMA Publishes Updated Q&As for AIFMD and UCITS

The European Securities and Markets Authority (ESMA) has published updated questions and answers documents (Q&A) on the application of the Alternative Investment Fund Managers Directive (AIFMD) and the Undertakings for the Collective Investment in Transferable Securities Directive (UCITS).

The AIFMD Q&As include three new questions and answers on:

  • Reporting to National Competent Authorities (NCAs) on the breakdown between retail and professional investors;
  • Notification of AIFMs on the AIFs to be managed, if domiciled in another Member State; and
  • Use by an AIF of the exemption for intragroup transactions under Article 4(2) of Regulation (EU) 648/2012 (EMIR), if subject to the clearing obligation of Article 4(1) of EMIR.

AIFMD Q&A

The UCITS Q&As include one new question and answer on:

  • Application to UCITS of the exemption for intragroup transactions under Article 4(2) of Regulation (EU) 648/2012 (EMIR), if subject to the clearing obligation of Article 4(1) of EMIR.

UCITS Q&A

The purpose of these Q&A documents is to promote common supervisory approaches and practices of both the AIFMD and the UCITS Directive and their implementing measures.

RRS Updates Rules for Egypt and Romania

On 23 May, Solutions Atlantic released updated rules for Egypt and Romania.

Information pertaining to Egypt:

The EFSA announced new rules which will restrict investment in issued share capital or bonds convertible to shares (voting or non-voting) of securities companies licensed in Egypt.

Such investment will require pre-acquisition approval of any acquisition (directly or indirectly and either alone or through a related group) when the acquisition reaches or exceeds the following percentages of the company’s capital or voting rights: 10%, 25%, one third, 50%, two-thirds or 75%.

Information pertaining to Romania:

  • TDA standard disclosure thresholds apply.
  • Cash settled instruments need to be disclosed.
  • Introduction of 5% trading book exemption.
  • Indicative instruments may be disclosable if the conditions for disclosure are met.

Hong Kong – SFC Enhances Position Limit Regime

SFC new position limit changes in effect 1 June 2017.

The Securities and Futures Commission (SFC) announces that enhancements to the position limit regime, including introducing various excess position limits and raising the statutory position limit for stock options contracts, will come into operation on 1 June 2017, the commencement date of amendments to the Securities and Futures (Contracts Limits and Reportable Positions) Rules.

These changes are a result of a consultation which concluded back in March – consultation results.

 

 

SEBI Updates Futures Position Limits

On 17 May, SEBI updated position limits for cross-currency futures and options.

  • For cross-currency futures and options contracts not involving Indian Rupee in IFSC.

Position Limits

  • Gross open position across contracts not to exceed 15% of total open interest or $1bn
  • Applies to trading members, institutional investors and the eligible foreign investors
  • Other clients must not exceed 6% of total open interest of $100m, which is higher
  • Stock exchanges to impose appropriate penalties for violation by market participants

Read more

RRS Now Supporting New Forms Required by UK and HK

Solutions Atlantic has released new forms to support new requirements by the UK and HK regimes.

United Kingdom – FCA

As reported in early April, the FCA  announced its plans to adopt a new TR-1 form which is closer to the ESMA issued form. This new form will be effective on 30 June.

Click the link to see the announcement details (on page 7).

Hong Kong – SFC

As reported early this month, the SFC announced it will move to electronic disclosure filing and has issued a new form. This new form will be effective on 3 July.

Click the link for more details.

New Zealand: FMA Issues Consultation Paper for Substantial Product Holders

The Financial Markets Authority (FMA) of New Zealand,  proposes disclosure by substantial product holders.

  • Consultation as to whether those managing funds should make disclosure for financial products.
  • For fund management firms that have substantial product holding (SPH) in listed issuer.
  • Guidance to help to better understand obligation, and promote consistency in disclosure.

Background

  • Noted a difference in approach to way fund management firms make an SPH disclosures.
  • Draft guidance provided that individuals that manage fund usually had relevant interest.
  • To make disclosure when have power to acquire, dispose vote attached to 5% of product.
  • Or disclose when have personal holding in listed issuer, power to acquire, dispose votes
    attached to products in the same issuer, together with holding, that meets 5% threshold.

Effectiveness

  • Comment period to 16 June 2017, after which NZ FMA will consider to issue guidance.

Read the Consultation Paper.

Hong Kong – SFC Issues New Forms for Electronic Disclosures

On May 5, SFC issued forms for disclosure of interest notifications.

  • Covers new forms for electronic disclosure of interests notifications (DI notices).
  • They are to be filed through new Disclosure of Interests Online System (DION).
  • Notifications and reports to be filed electronically after 3-month transition period.
  • Filers will not be required to submit DI notices to listed corporation or the SFC.

Effectiveness

  • New forms to use when mandatory electronic filing takes effect 3 July 2017.

Read more

PRA Issues Final Policy on MiFID II: Part 2 Implementation (PS9/17)

On 28 April PRA issued final policy on implementation of MiFID II: Part 2 and MiFIR

This PS is relevant to banks, building societies, PRA-designated investment firms and their qualifying parent undertakings, which for this purpose comprise financial holding companies and mixed financial holding companies, as well as credit institutions, investment firms and financial institutions that are subsidiaries of these firms.

Feedback on consultation responses

The PRA received no responses to CP43/16. The final rules are as consulted, with some minor drafting changes to the instruments to clarify language, correct formatting and referencing (see Appendices 1-4). Appendices 5-7 include links to three supervisory statements (SSs). The three SSs have been updated to refer to MiFID II where previously they referred to MiFID I, and associated implementing directives.

Implementation

MiFID II will apply from Wednesday 3 January 2018 and Member States must transpose their provisions in national legislation and regulations by Monday 3 July 2017. The PRA’s rules, and the relevant sections of the SSs that apply to MiFID II, (Appendices 1-7) will take effect from Wednesday 3 January 2018.

Chapter 2 outlines the implementation arrangements for:

  • granting authorizations in respect of a new MiFID investment activity, ‘operation of an organized trading facility (OTF)’, a new MiFID financial instrument ‘emission allowances’, and regulated activities of dealing, advising, managing and arranging structured deposits. Firms should submit complete applications for variation of permission by 3 July 2017; and
  • notification to the PRA for firms wishing to carry out the following activities: Structured deposit in respect of the regulated activities; Dealing in investment as principle; Arranging deals in investment; Making arrangements with a view to transactions in investment; Managing investments; and Advising on investments.

Policy Statement9/17

Takeovers: Argentina – ACNV Acquisition Limit Offers

On Apr. 27, ACNV issued rules to raise public acquisition offers.

  • Increased the percentage from 15% to 35%, to be considered significant participation.
  • Significant participation determines the mandatory nature of launching a takeover bid.

Takeover Bid

  • RG No. 689 establishes obligation to launch partial takeover bid, when stake exceeded.
  • When intend to achieve a stake of 35% of voting capital stock and/or votes of company.
  • In that case, offer must be made for securities to reach 50% of company voting capital.
  • Exception to bid where acquisition does not entail acquisition of control of the company.
  • Required to launch full takeover when seek share above 50% of voting capital or votes.
  • Offer must be made on a number of securities that enable the acquirer to reach 100%.

Read more on these changes.