Disclosure Requirements - Cyprus

16.06.2011

Disclosure Category: 3

Background and legal basis

Disclosure requirements in Cyprus might result from the following laws:

  • Law on Transparency Requirements (Securities admitted to trading on a Regulated Market) - Law 190 (1) 2007;
  • Law on Insider Dealing and Market Manipulation (Market Abuse) - Law 116(I) of 2005;
  • The Cypriot Banking Law.

Reporting obligations

The obligation falls on CBL, as account holder in Cyprus, on CBL's customer and is to be cascaded down to the final beneficial owner.

Notification must be made to the Cypriot Stock Exchange (CSE), to the Cypriot Securities and Exchange Commission (CySEC) and to the issuing company in any of the following cases:

Notification of acquisition or disposal or exercise of considerable holdings in a listed company

Part V of the Law 190 (1) 2007 on Transparency Requirements provides that acquisition or disposal of listed shares (either listed in the CSE or in any organised market of any other EU Member State) crossing directly or indirectly 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% thresholds of the total voting rights of the issuing company must be notified to the issuer, the CySEC and/or the CSE. The obligation to notify the CSE only applies where the securities are listed on the CSE.

The notification must be made in writing not later than the next business day after the settlement of the transaction and shall include the following information:

  • The quantity of voting rights;
  • The chain of controlled undertakings through which voting rights are effectively held;
  • The date on which the threshold was reached or exceeded; and
  • The identity of the shareholder and, if the shareholder is not entitled to exercise the related voting rights, the name of the person entitled to exercise those on behalf of that shareholder.

However, in accordance with the respective law, this notification requirement does not apply in the following cases:

  • To shares acquired for the sole purpose of clearing and settling of transactions within three business days following the transaction;
  • To a custodian holding shares in its custodian capacity, provided that the custodian can only exercise the voting rights attached to such shares under instructions given by the beneficiary of the shares in writing or by electronic means;
  • To an acquisition or disposal of voting rights by market makers under specific conditions;
  • To shares held in the trading book of a credit institution or an investment firm, provided that the voting rights attached to such shares do not exceed 5% of the total voting rights and are not exercised or otherwise used to intervene in the management of the issuer;
  • To shares provided to or by the members of the European System of Central Banks in carrying out their function as monetary authority.

Notification of transactions dealt by persons discharging managerial responsibilities

Law 116(I) of 2005 on Insider Dealing and Market Manipulation (Market Abuse) as amended by Law 191(I) of 2007 imposes an obligation on persons discharging managerial responsibilities within an issuer of financial instruments and their connected persons to disclose any dealing on their own account in the shares of the issuer or any other derivatives or other financial instruments relating to those shares.

A person discharging managerial responsibilities under the respective law is:

  • A member of the administrative, management or supervisory bodies of the issuer;
  • A senior executive of the issuer who has regular access to inside information about the issuer and the power to take managerial decisions affecting the future development and business prospects of the issuer.

Such notification must be made to the CySEC and to the CSE before the opening of the exchange on the first business day that follows the dealing activity.

Notification of transactions dealt by certain specified persons working in the listed company

The chairman and any member or the secretary of the board, the general manager, the financial manager, the head of accounts department, the auditor and the employees' pension funds of a listed company or any person holding shares on behalf of any of the above must report any transaction regarding shares of the company to the CSE. Such notification must be made before the end of the next business day following the transaction.

Notification of acquisition or disposal of major holdings in a financial institution

Article 17 of the Cypriot Banking Law requires that any physical or legal person that intends to obtain control1 of a bank that is incorporated in the Republic of Cyprus or that intends to stop having such control is obliged to notify in advance and obtain the written consent of the Central Bank of Cyprus (CBC).

Any physical or legal person that intends to increase or decrease its holding in a bank or in its holding company as a result of which its voting rights or its holding reach or exceed or fall under 10%, 33% or 50% or the bank becomes or ceases to be its subsidiary, is obliged to notify in advance and obtain the written consent of the CBC.

Obligation to report holding or acquisitions during a public takeover bid

Law 41 (I) of 2007 foresees that, during the takeover bid process, the bidder or such other person holding 5% or more of the voting rights of the offeree company or the bidder, must announce immediately to the CSE and to the CySEC every acquisition of securities of these companies.

Sanctions

Failure to comply with the local disclosure requirements may result in:

  • Administrative fines;
  • Freezing of voting rights during general meetings;
  • Prohibition on exercising an officer mandate at the board of directors or such similar position being assimilated to the one of a managing director;
  • Criminal penalties and/or civil liabilities.

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1. Any holding of at least 10% of the share capital or voting rights of the company or of its holding company or the right of any person to appoint the majority of the members of the board of directors of the company or of its holding company.