Disclosure Requirements - Hungary
Disclosure Category 1
The National Bank of Hungary as supervisor and the share issuing companies are entitled, under Hungarian law, to obtain information about the identity of beneficial owners of Hungarian equities (that is, shares of Hungarian public limited companies, referred hereinafter as the "Securities").
Customers holding Hungarian Securities consent and are hereby deemed to consent to disclosure and to the appointment of the requestor as their attorney-in-fact, under power of attorney to collect from CBL such information as is required to be disclosed. Customers who do not want to grant such authority to CBL should refrain from holding such Securities in their account with CBL.
Background and legal basis
The amended Act CXX of 2001 on the Capital Markets (the “Act”), Section 153 entitles the National Bank of Hungary acting as the Supervisory Authority (NBH) and the issuing company to obtain information about the beneficial owners of Securities. Customers holding the Securities in CBL must, upon request, provide CBL with information about the beneficial ownership of such holdings. CBL might be required to disclose such information to the Hungarian authorities or to the issuing company.
It is the CBL customer’s responsibility to ensure compliance with local disclosure requirements. If a requirement is not met, it is the customer who will be liable to any related penalty.
Directive (EU) 2017/828 of 17 May 2017 amending Directive 2007/36/EC with regard to the encouragement of long-term shareholder engagement (the second shareholder’s rights directive “SRD II”) has been transposed into Law LXVII of 2019 on Encouraging Long-Term Shareholder Engagement on 9 July 2019 (SDR II Law).
Obligation to report thresholds crossing
Beneficial owners whose holding exceeds or falls below thresholds in voting rights in a Hungarian public limited company are required to report to the NBH and to the board of directors of the issuing company within two calendar days of the threshold crossing, as follows:
- All public limited companies;
- For an acquisition or sale of 5% influence and every additional 5% up to 50%, thereafter 75%, 80%, 85%, 90% and, once 90% is reached, any additional increase or decrease of 1%;
- For the acquisition of 33% influence (or 25% if there is no other investor with more than 10% capital share), the beneficial owner must announce the purchase offer for the outstanding shares and report the intention to the HFSA and to the board of directors of the company;
- On 25 May 2020, the Hungarian Government issued Decree 227/2020 that introduced stricter rules on controlling takeover activity targeting Hungarian companies by foreign investors on top of the existing disclosure requirements for laws on takeovers. Foreign investors will have to apply for a permit to acquire more than 10% of a local company this year in businesses deemed strategically important. The Decree will be in effect until the end of 2020 and apply to deals worth more than EUR 1 million in certain sectors listed in the Appendix of the Decree as follows:
- Chemical and pharmaceutical industry, wholesales, retail sales, communications, critical manufacturing industries (including electronics, machinery, steel production, vehicles), defense, energy, financial, credit and insurance services, agriculture and food production, government facilities, healthcare, information technology, nuclear technology, constructions, water supply and sewage treatment, waste management, building material industry, transportation and logistics, medical equipment production and tourism. Foreign investors will need to submit documentation of the proposed deals to the Minister of Innovation and Technology, who will have 45 days to either approve or deny the request.
In the event of non-compliance with the obligation of notification and disclosure, the person involved may not exercise voting rights in the company in question until the notification is submitted.
A fine may also be imposed, the amount of which shall be determined according to the gravity of non-compliance with the requirements laid down in the Act and in other specific legislation and or to the extent of negligence and the financial advantage received.
According to the Act on the National Bank of Hungary (Act CXXXIX of 2013), the imposed fine for any violation of the regulations on the acquisition of a major holding in a public limited company can be in a wide range from HUF 100,000 to HUF 2 billion. The Act CXXXIX of 2013 stipulates that the exact fine would be maximised to either 10% of the yearly gross income of the legal person violating the law ("breaching person" or "breaching company") or if the yearly gross income of such legal person cannot be stipulated, the amount of the fine would be twice the amount of the gain (or avoided loss), that the breaching company gained from the relevant transaction.
Shareholder identification as set out in the SRD II Law
The SRD II Law provides for the right for issuers to identify their shareholders.
Issuers can request intermediaries at each level of a custody chain to promptly provide relevant information to facilitate such identification.
In accordance with the SDR II Law as amended, an intermediary (in this case, CBL) shall, upon receipt of the shareholder identification disclosure request, transmit a similar request to the next intermediaries in the custody chain (that is, CBL customers with holdings in the requested securities). A response to the shareholder identification disclosure request shall be sent by every intermediary in the custody chain directly to the recipient's address defined in the request and without delay. CBL will generate the response as required, with information regarding shareholder's identity, limited to CBL books only.