The Government has raised from 1% to 3% the percentage of voting rights at which a shareholder must notify the National Securities Market Commission (CNMV) of their purchases in a company subject to a public takeover bid.
The change will come into effect on October 28 and is one of the reforms approved by the Council of Ministers last week, within Royal Decree 813/2026,
Until now, any investor who reached or exceeded 1% during a takeover bid had to inform the supervisor. The obligation applied from the announcement of the offer until its settlement or withdrawal, which allowed for knowledge of the entry of funds with relatively small stakes, but potentially relevant to the outcome of the operation.
With the new regulation, purchases will not have to be communicated under this specific obligation until reaching 3%. Shareholders who already hold at least that percentage will still have to continue notifying subsequent operations that modify their participation.
Movements that would have ceased to be known
To get an idea of the kind of movements that would cease to be known, it is enough to look at BBVA's takeover bid for Banco Sabadell.
During the operation, holdings appeared in the records such as those of Amundi, with 1.27%; DWS, with 1.21%; BNP Paribas, with 1.11%; or Qube Research, with 1.02%. There were also higher positions but still below the new limit, such as those of UBS, with 2.81%, or Norges Bank, with 2.17%.
Another example was Goldman Sachs, which notified shortly before the end of the offer a reduction of its stake from 1.512% to 1.087%. Had the new regulation been applied then, these movements would not have had to be made public under the special transparency regime of takeover bids, as long as the investor did not reach 3% or was not subject to another communication obligation.
The Executive justifies the reform by the need to reduce administrative burdens and bring Spanish rules closer to European regulations. The change implies, however, that the market will have less information about the entry or exit of funds with positions between 1% and 3%, a range that acquired special relevance during the offer for Sabadell due to the atomization of its shareholding.
Fewer communications about treasury stock
The reform also modifies the information that listed companies must publish when they buy or sell their own shares. Until now, the company had to communicate to the CNMV the acquisition of treasury stock when it reached 1% of the voting rights and each time the accumulated operations since the last notification exceeded another percentage point.
Since October 28, it will only be mandatory to report when the treasury stock reaches or crosses, upwards or downwards, the thresholds of 3%, 5%, or 10%. This means that they can stop communicating accumulated movements that place the position, for example, at 1%, 2%, 4%, or between 6% and 9%, as long as they do not involve crossing any of the three new limits.
The new rule formally expands the obligation to the sale of own shares but concentrates the communication at those three levels. The deadline will remain four trading days from the acquisition or transfer that triggers the notice.
The company will no longer detail all purchases and sales
When a listed company communicates that it has crossed one of the new thresholds, it will no longer have to identify all the purchase and sale operations or the price of each that have led to that percentage.
The notification will continue to indicate the affected company, possible intermediary persons, and the final position in shares, voting rights, and percentage, but the complete breakdown of the accumulated operations will disappear.
The parallel communication of the administrators disappears
The royal decree eliminates the specific obligation that required administrators to communicate, regardless of the percentage, the resulting position after buying or selling:
- Shares of the listed company.
- Voting rights.
- Financial instruments that allowed acquiring or transferring shares.
- Options and derivatives whose underlying were shares of the company.
The obligation to notify their participation upon accepting the appointment, upon ceasing as an administrator, or when the company's shares began to be listed also disappears.
This does not mean that their operations become secret. Administrators, senior executives, and closely related persons will continue to be subject to Article 19 of the European Regulation on market abuse. The Government eliminates the Spanish regime because it considers that it overlapped with that European regulation.
Options and compensation in shares
The national obligation to communicate with a specific breakdown the options and derivatives received by the administrators is also rendered ineffective. The previous regulation required reporting, among other elements, the exercise price, the term, the premium, the transmission regime, the guarantees, and the number of shares that could be obtained.
Likewise, the obligation included in this royal decree to communicate within a maximum of four days the remuneration systems granted to administrators and executives when they included shares, options, or payments linked to the quotation, as well as their subsequent modifications, is eliminated. These operations may still be subject to European market abuse regulations and other corporate and remuneration obligations.
In summary, the three relevant reductions are: fewer notices about investors during a takeover bid, fewer communications about treasury stock, and the elimination of the duplicated national regime for administrators and executives. The Government presents it as an administrative simplification, although it implies that some operations below the new thresholds will cease to appear in the records through these specific channels.