CFCL Investment regulation – Portugal

Regulatory structure

Please refer to the Market infrastructure - Portugal for the complete information about the Regulatory structure.

Holding restrictions – CSD Market – Portugal

Holding Restrictions

Portuguese Law No. 102/2003 confirms the abolition of limits on foreign ownership of Portuguese companies.

However, when a shareholder intends to increase, directly or indirectly, the control over 10% of the voting rights in the following types of company, pre-approval of holdings is required as indicated:

Disclosure requirements

Introductory information and categories

This section provides general information about the disclosure requirements for fund securities holdings with which Clearstream Fund Centre must, according to the information available at the time of the present publication, comply with each of the domestic markets and fund markets covered by the Disclosure Requirements.

Fund securities that are held remotely are usually not disclosed by CFCL. A disclosure request received by CFCL regarding such a holding will be forwarded to the relevant client without assessing its validity and the CFCL Client shall handle the request on a voluntary basis.

Disclosure Requirements are only available for those countries where CFCL has a link to the respective domestic market or direct access to local domiciled funds that are held in Clearstream’s name on the register.

For fund securities holdings where CFCL has no such link or direct access to the register, clients must be aware that local laws might provide for mandatory disclosure. A disclosure request in this regard will be forwarded to clients without assessing its validity. Clients commit not to unreasonably withhold their consent to such a request and agree to indemnify CFCL for damages resulting directly from non-compliance with mandatory local disclosure requirements.

In most cases, the obligation to disclose is based on the domestic equivalent of a Companies Act, relevant investment funds act or anti-money laundering act and covers all security types.

In some instances, the obligation to disclose is based on stock exchange laws or regulations and only applies to listed domestic and foreign securities.

The Disclosure Requirements do not constitute legal advice and the Clients should seek independent professional advice in relation to fund securities deposited with CFCL, especially as, for those jurisdictions in which no disclosure obligation falls on CFCL, there may be separate disclosure requirements that apply directly to clients of CFCL, shareholders and beneficial owners.

Please note that CFCL is not always given comprehensive information or advised of changes affecting local disclosure requirements.

It remains the sole responsibility of the Client to ensure compliance with local disclosure requirements. If a requirement is not met, it is the Client who will be liable to any related penalty. Clients are therefore advised to seek independent legal advice on the existence and interpretation of local disclosure requirements.

In the case of a discrepancy between the general information contained in this document and the information provided by CFCL for a specific market, as applicable (irrespective of whether this information has been obtained from an agent of Clearstream Fund Centre, or, as the case may be, a foreign regulator of a branch of CFCL), the information provided by CFCL for the specific market as applicable, shall prevail.

N.B.: In all countries, if it is suspected that a disclosure obligation has been breached (for example, that a threshold of holdings under custody has been crossed without being reported), the regulators and the authorities may have the power to investigate. Moreover, in all countries, disclosure obligations might be triggered by enforceable judgements of the competent jurisdiction of the country in question.

Disclosure categories

Clearstream Fund Centre classifies disclosure scenarios according to the following market categories:

Category 1

Markets where disclosure by Clearstream as a custodian of Clearstream Fund Centre to issuers, investment fund managers and/or to regulators or market authorities is mandatory under applicable law;

Category 2

Markets where disclosure by Clearstream as a custodian of Clearstream Fund Centre of account holders to issuers, investment fund managers and/or foreign regulators or market authorities is a legal obligation in respect of securities in specific circumstances;

Category 3

Markets where there is no obligation for Clearstream as custodian of Clearstream Fund Centre to disclose account holders to issuers, investment fund managers and/or regulators, notwithstanding any disclosure requirement falling directly on clients of Clearstream Fund Centre, shareholders and/or beneficial owners or notwithstanding disclosure necessary to obey an enforceable judgement of the country in question.

Disclosure requirements – CSD Market - Portugal

Disclosure Category: 1

Local law and regulations may require Clearstream Fund Centre S.A. (“CFCL”), 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

Clients receiving Portuguese equities on their account consent and are hereby deemed to authorise Clearstream to forward for disclosures purposes 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 clients 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 submit the disclosure request to the CSD.
• The CSD can then ask the participants (in this case, Clearstream Fund Centre's depositories, BNP Paribas S.A. or CEU) to provide the information.
• Clearstream Fund Centre will provide the CSD with the names of the holders of the shares in its books.

Background and legal basis

The Shareholders Rights Directive was transposed into the national legislation through Law No. 50/2020, of August 25 2020 replacing the Decree Law 486/99 of 13 November 1999 and applies to:

• Issuers with registered office in a Member State; and
• Shares are admitted to trading on a regulated market located or operating in a Member State.

The information to be provided by issuers and to be transmitted to shareholders along the chain of intermediaries must be made in an electronic format (Swift).

The information must be provided by the issuer in the language in which it publishes its financial information and also in a language customary in the sphere of international finance.

The request for disclosure of the shareholders identification must be transmitted without delay by the Issuer CSD and by the intermediaries to the next intermediary in the chain and no later than by the close of the same business day as it received the information.

If the request is received after 16:00 on a business day, it must be sent without delay and, at the latest, by 22:00 on the next business day.

The reply to the request for disclosure of the shareholders identification must be sent without delay and no later than during the business day immediately following the record date.

The notification of General Meetings must be transmitted without delay by the Issuer CSD and by the intermediaries to the next intermediary in the chain, and no later than by the close of the same business day as it received the information.

If the request is received after 16:00 on a business day, it must be sent without delay and, at the latest, by 22:00 on the next business day.

Clearstream Fund Centre has identified no legal obligation that would require it to disclose client holdings directly to the issuer.

Please refer to the Disclosure Requirements – Portugal for more information.