• ESP CNMV issued a consultation on draft circular on notification models for significant shareholdings, issuer operations on treasury shares, market makers (current cir 8/2015).
• Follows ESP CNMV November 2021 interpretative criteria for transactions.
• Follows ESP CNMV May 2020 issued rules for reporting some transactions.

Overview

• Law 5/2021 amended circular 8/2015 re more involvement of shareholders in firm life.
• S16 of art 6, deleted S5 of art 125 of consolidated text of Securities Market Law (LSC) regarding the obligations of the administrators of communicate significant holdings.
• S20 of art 3 added to Title XIV, Chapter VI, S3 of LSC a new subsection 4 re shares with loyalty voting and S2 of art 527 quinquies of LSC establishes votes for loyalty will be taken into account for the purposes of obligation to notify significant holdings.
• As result of said changes, other technical adjustments, amendment to circular needed.

Changes

• Model I to be renumbered as Model 1 and include information about loyalty votes.
• As novelty in new model, positions shareholder declares in S6 to 9 must include, when appropriate, additional voting rights corresponding to shares with loyalty voting.
• New section added to inform, when appropriate, of double votes for loyalty; significant shareholder must indicate additional voting rights attributed re double voting shares.
• Also number of shares pending recognition of double vote right, number of additional voting rights for said shares (to be notified once period of loyalty in statutes elapses).
• Must inform of the date on which assignments of these loyalty voting rights will take place.
• Models II, III, VI to be repealed as inapplicable as a consequence of legislative changes.
• Models IV, V renumbered as Models 2, 3 without including any added content to them.
• Circular 8/2015 on notification models of significant shareholdings, of directors, managers, their close ties, of operations of issuer on shares own, other models to be repealed.

Effectiveness

• Comments by 30 April 2022; to enter into force 30 days after publication in gazette.
• Regulated entities must use new models for notifications made as of cir's in force date.