Spain: CNMV circular concerning notification forms for significant shareholdings

13 June 2022

On 8 June 2022 the Spanish National Securities Market Commission (“CNMV”) published a Circular in the Official State Gazette (“BOE”), approving the notification forms concerning significant shareholdings, treasury stock transactions and market makers (the “Circular”).

This Circular replaces the one issued on 22 December 2015 (“Circular 8/2015”) in order to adapt to changes brought about by Law 5/2021 (dated 12 April 2021) which promotes long-term shareholder involvement in listed companies.

The most important new feature of the Circular is the introduction of the regime of loyalty shares. Therefore, changes have been made to Form 1 (formerly known as Form I) to include both the additional double voting rights belonging to loyalty shares and other financial instruments with a similar economic effect. In order to know the full position of the significant shareholder, information must also be provided on the existing double voting rights, and even the number of shares that are pending recognition of such double voting rights because the loyalty period established in the Articles of Association has not yet elapsed.

Forms II, III and VI relating to the notification of share transactions or financial instruments held by directors, managers and their close contacts, as well as the notification of remuneration systems granted by an issuer, are eliminated, thus avoiding the duplicity that existed in the reporting obligations under the Market Abuse Regulations. 

This Circular will enter into force sixty days after its publication, i.e. on 8 August 2022, so that from that date onwards notifications must be made using the new notification forms and must include the information that the new Circular requires.

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