The Ministry of Economy, Trade and Business has pushed forward the regulatory reform it had been preparing since before the summer to favor what are known as "dual listings" or simultaneous listings in the markets of two different countries.
The modification is integrated into a royal decree that amends several previous laws in the financial sector to align them with the current regulatory framework, with a special focus on the prevention of money laundering and the financing of terrorism.
Among the affected provisions is Royal Decree 814/2023, related to financial instruments, admission to trading, registration of negotiable securities, and market infrastructures. At this point, the Executive proposes, among other adjustments, to incorporate a new section into article 34 to regulate a technical aspect related to custodial services.
"A central securities depository may maintain an account in which the balance of securities of an issuance for which it has been assigned the accounting record is recorded globally and that, at any given moment, has been deposited in a central securities depository located outside the European Union. This account will not confer title of legitimacy over the negotiable securities in the central register and will be maintained solely for the purposes of controlling the integrity of the issuance," states the new section of said article.
This adjustment does not imply altering the architecture of the financial infrastructure nor opening new exit routes to the outside for listing. It is a modification of an eminently technical nature whose purpose is to reinforce the legal security of the issuers.
In practice, companies already have the option to resort to "dual listing," but at the cost of transferring the main registration of their shares outside of Spain. In the case of the United States, a preferred destination for many European listed companies seeking a dual listing, this process is articulated using the U.S. central depository (DTC) as the main register, from which subsequently a portion of the shares returns to Europe for trading.
With the reform approved by the Government, the option to list in the United States while maintaining Iberclear, the Spanish central depository controlled by BME, as the reference central depository is opened.
Other reforms included in the royal decree
The royal decree also incorporates additional changes that directly affect the issuers supervised by the National Securities Market Commission (CNMV).
To alleviate bureaucratic burdens, the threshold for notifying the acquisition of significant stakes in shares during a takeover bid is raised from 1% to 3%. Likewise, the communication obligations regarding treasury shares are refined, so that operations that result in the issuer's stake exceeding, reaching, or falling below the thresholds of 3%, 5%, or 10% must be notified.
Entities from third countries operating under a regime of free provision of services are also exempted from the obligation to send equivalent information to the CNMV each year as required from branches, as it is not contemplated in European regulations and there are already alternative reporting channels, which allows for reducing "unnecessary administrative burdens."
In terms of anti-money laundering, several rules have been amended to eliminate the exclusion of notarial and registral acts without economic or patrimonial content. From now on, identification and verification of identity must always be carried out in operations before a notary. This verification will also be required in operations carried out at "cryptocurrency ATMs."
Finally, the Government enables certain non-profit entities of the National Reception System or the Third Sector to provide information on the risk of financial exclusion in exceptional situations and with prior authorization from the competent authorities in social services. This information will allow for certifying economic vulnerability and accessing the basic payment accounts offered by banking entities.