Directive 2013/50/EU of the European Parliament and of the Council on amending of the Transparency Directive, known as the “Amending Directive”, has led to a report (SOU 2014: 70) on changing information requirements on the securities market and indicates proposals for implementation of the Amending Directive in Sweden. The report states, inter alia, the following proposals in Sweden:

  • The highest level under which Swedish law trigger flagging is currently 90 percent and should remain on this level. Since the Transparency Directive lays down minimum rules in this respect, this is also possible.
  • Flagging notification should be removed in respect of shares held by spouse, partner, under age children or other related person.
  • An extension of the time limit for flagging notification from the trade date of acquisition/transfer to four business days after the acquisition/transfer. As justification is stated inter alia the fact that the Amending Directive means that sanction charge for transgression of the flagging rules may amount to a significantly higher amount than stated today.
  • The flagging obligation should be extended to include also other financial instruments that have an economic effect similar to that of the right to acquire shares. This is regardless of whether the financial instrument gives the right to a physical liquidation or not. This will also include cash settled instruments. Examples of instruments that may be included, according to the Transparency Directive are transferable securities, options, forward contract, swaps, forward rate agreements, contracts for differences and any other contract or agreement with similar economic effect that may be settled physically or in cash. The purpose of this is inter alia to increasing the transparency of the economic interest in the issuers.
  • The legal requirement that issuers of shares shall publish its interim report or quarterly report for the first and third quarters of the financial year should be abolished. It should not be introduced specific rules on quarterly reporting for issuers that are financial institutions in the Securities Marketing Act.
  • The existing requirement stated the Financial Supervisory Authority regulation which mandates that listed companies shall submit proposals for amendments in the Articles of Association to the Financial Supervisory Authority and the stock market should be removed, as this is an unnecessary administrative burden.

All Member States shall ensure that the regulations that implements changes to the Transparency Directive into national law will come into force by November 26, 2015.