Disclosure Requirements - Slovenia
Disclosure Category: 3
Background and legal basis
Article 118 of the Market in Financial Instruments Act, Official Gazette RS, Nr. 108/2010, requires shareholders to disclose and report when their voting rights in a company reach, exceed or fall below the established qualifying thresholds.
This applies to shareholders with positions in companies that have shares traded on the Ljubljana Stock Exchange (LjSE) or to shareholders with positions in companies that do not have shares traded on the LjSE but have at least 250 shareholders or more than EUR 4 million share capital as published in their Annual Report.
The obligation to disclose falls on the shareholder and the beneficial owner.
Obligations to report threshold crossings
There are no general ownership restrictions in the Slovenian securities market with regard to publicly available equities.
However, some companies may set special conditions or restrictions on some categories or classes of shares or (when the acquisition of ownership for credit institutions, investment services, insurance companies etc. causes them to exceed a 10%, 20%, 33⅓% or 50% qualifying holding threshold) request that the beneficial owner secure a licence from the public authorities.
|Offering company type||Permission from||According to (Act)|
|Bank||Bank of Slovenia||Banking Act (ZBan-1-UPB5; Official Gazette of the RS, Nr. 99/2010 and amendments)|
|Insurance||Insurance Supervision Agency||Insurance Act (ZZavar –UPB7; Official Gazette of the RS Nr. 99/2010)|
|Brokerage house||Securities Market Agency||Financial Instruments Market Act (ZTFI – UPB3; Official Gazette of the RS Nr.108/2010 and amendments) and|
Banking act ( ZBan-1-UPB5; Official Gazette of the RS Nr. 99/2010 and amendments)
|Asset management company||Securities Market Agency||The Investment Funds and Management Companies Act (ZISDU-2; Official Gazette of the RS Nr.77/2011)|
|Stock Exchange||Securities Market Agency||Financial Instruments Market Act (ZTFI – UPB3; Official Gazette of the RS Nr. 108/2010 and amendments) and Banking act (ZBan-1-UPB5; Official Gazette of the RS Nr. 99/2010 and amendments)|
Applicable to shareholders with positions in companies where:
- Beneficial owners are required to report the crossing of a threshold in voting rights to the Securities Market Agency (SMA) and to the issuer within the fourth trading day.
- Shareholders’ voting rights in the company reach, exceed or fall below the 5%, 10%, 15%, 20%, 25%, 33⅓%, 50% and 75% thresholds.
For across-over 33⅓% of the voting rights in a company takeover bid is necessary.
Failure to notify the SMA and the issuer results in a fine as follows:
|For a legal entity:||Between EUR 12,000 and EUR 250,000|
|For a legal entity considered as a medium or large company:||Between EUR 25.000 and EUR 500.000|
|For a responsible person in the legal entity:||Between EUR 400 and EUR 10,000|
|For a natural person:||Between EUR 200 and EUR 5,000|
Failure to obtain a licence from the respective public authority also results in a loss of voting rights.
Reporting to regulator
The provisions of the Bank of Slovenia (BSi) require all direct participants (including Nova Ljubljanska Banka d.d. - NLB) to disclose, on a monthly basis and for localisation purposes only, all client holdings in the different securities eligible in Klirinško depotna družba d.d. (KDD).
This disclosure includes a report by type of instrument and resident nationality of security holder. Nevertheless, the identity of holders within CBL, and of the underlying beneficial owners, remains undisclosed.