The Transparency Directive Amending Directive (TDAD) amends existing requirements around how companies disclose certain key information, including periodic disclosures, investor disclosures, regulated information, and stakes in other companies. Some aspects of the TDAD have already been implemented, and the current joint consultation by the Financial Conduct Authority and the Treasury concerns the remainder.

The consultation covers key proposed amendments, which include:

  • Sanctions regime: currently applies to directors, and it is proposed that this be amended to apply to "the members of administrative, management or supervisory bodies of the legal entity concerned". A breach of rules around major shareholding notifications can result in suspension of voting rights, and this will likely only apply to the most serious breaches.
  • Requirement to disclose holdings of financial instruments with similar economic effect to holding shares (i.e. voting rights): already in place to some extent but it is proposed that the basis for exemption be amended.
  • Financial reports: deadline for publishing half-yearly financial reports is to be extended from two to three months after the end of the reporting period, and the period during which annual and half-yearly reports need to remain publicly available is to be increased from five to ten years.
  • Changes to rules on home member state to prevent an issuer from failing to declare a home Member State.
  • Introduction of an exemption from the notification obligation for voting rights where shares are acquired for stabilisation purposes

The UK has until 26 November this year to implement the TDAD into domestic law and the deadline for responses to the consultation is 20 May 2015.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.