ESMA · ESMA_QA_2029 Answer Published

Major shareholding notification – acquisition of a shareholder; TD Art. 9(1)

Regulation
Transparency Directive (TD) Directive 2004/109/EC
Topic
Notifications of major shareholdings
Submitted
2009-10-27
Answered
2009-10-27

Question

Company A is a major shareholder in an issuer X whose shares are admitted to trading on a regulated market. Company B, which previously does not hold any shares or voting rights in X, ac-quires control in company A. Should B notify its holdings in issuer X even though the holdings of A in issuer X remain the same?

Answer

[ESMA31-67-127 TD Q11] As B indirectly acquires voting rights of issuer X, it has to notify its holdings in X. As required by Article 12(1) of the TD, the chain of controlled undertakings through which voting rights are effectively held, must be disclosed in the notification.

This Q&A is published by European Securities and Markets Authority and is non-binding. It does not constitute legal advice. Updated weekly from official ESA sources.

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