The National Securities Market Commission (CNMV) explained this Monday the modifications introduced by the Government through a royal decree approved at the beginning of October, which alter the communication obligations regarding treasury stock and for companies involved in a public takeover bid (OPA).
This regulatory modification is part of a broader royal decree that updates various laws in the financial sector to align them with the current regulatory framework. The bulk of the changes is aimed at the area of preventing money laundering and financing of terrorism, although an improvement has also been introduced to allow dual listing in markets of two different countries.
Regarding treasury stock, listed companies must inform the CNMV of the percentage of voting rights they hold when their final position in own shares with voting rights reaches or crosses, upwards or downwards, the thresholds of 3%, 5%, or 10% of the total voting rights. With this reform, the obligation to detail and report each of the individual operations that lead to crossing these limits disappears.
Until the entry into force of the new royal decree, issuers had to communicate all operations of buying and selling their own shares at the moment when the accumulated purchases since the last communication exceeded 1% of the share capital.
In parallel, the obligations of shareholders of a company subject to a public takeover bid are modified. Those who acquire securities that grant voting rights must notify the CNMV of this operation when the proportion of voting rights they accumulate reaches or exceeds 3%, compared to the previous minimum threshold, which was 1%.
Despite this new limit, the requirement to inform of any subsequent operation that implies a variation of that percentage for the shareholders of the affected company who exceed or have exceeded 3% of the voting rights is maintained.