Disclosure Requirements - Portugal
Disclosure Category: 1
Local law and regulations may require BNP Paribas Securities Services (BP2S), upon request and at least on a monthly basis, to disclose to the Comissão de Mercado de Valores Mobiliários (CMVM - the Portuguese Stock Exchange regulator) information relating to holdings of Portuguese equities.
Consent
Customers receiving Portuguese equities on their account consent and are hereby deemed to authorise CBL to forward to its depository, BP2S, for disclosure to the Securities Market Commission (Comissão do Mercado de Valores Mobiliários (CMVM), such information as is required to be disclosed to the CMVM under Portuguese legislation or regulations.
Disclosure requirements
Article 86 of the Securities Market Code requires custodians to disclose the identity and holdings of customers holding applicable positions, at least on a monthly basis, to the CMVM.
Article 85 of the Securities Market Code states that the issuer can request information regarding aspects of nominal securities accounts.
- The issuer must request the CSD that their shareholders be identified.
- The CSD can then ask the participants (in this case, CBL’s depository, BP2S) to provide the information.
- BP2S will provide the CSD with the names of the holders of the shares in its books (in this case, CBL) and the identity of CBL's customers will not be disclosed.
Background and legal basis
The obligation to disclose derives from Article 86 of the Securities Market Code, approved by Decree Law 486/99 of 13 November 1999 and subsequently amended.
CBL has identified no legal obligation that would require it to disclose customer holdings directly to the issuer.
Obligation to report threshold crossings
Under Article 16 of the Securities Code (Código de Valores Mobiliários), approved by Decree Law 486/99 of 13 November 1999 and subsequently amended, both shareholder and custodians are requested to disclose the beneficial owner, whether a legal or physical person, to the issuer and to the CMVM within four trading days, when:
- Voting rights in a public Portuguese company cross the 10%, 20%, 33⅓%, 50%, 66⅔% and 90% thresholds.
- Voting rights in a public company that issues shares or other securities granting the right to their subscription or acquisition cross thresholds as follows:
- 5%, 15% and 25% of the capital, if the company (Portuguese or non-Portuguese) is listed on regulated markets situated or operating in Portugal;
- 2% of the capital, if the company (Portuguese) is situated or operating in the EU outside Portugal.
Sanctions
Sanctions are complex but extend to disenfranchisement.