Reminder: SRD II Implementing Regulation – in force from 3 September 2020

5 June 2020

Regulatory News Alert

The Shareholder Rights Directive’s Implementing Regulation 2018/1212 entry into force, is still scheduled for 3 September 2020, is approaching. No COVID-19 related postponement have been planned, hence possible impacts must be considered, both by issuers and by intermediaries. Here is a reminder of the key elements to keep in mind regarding the Implementing Regulation 2018/1212:

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1.    Scope of application

  • EU listed companies with their office registered in a Member State, and whose shares are admitted to trading on EU regulated markets
  • The scope of shares and shareholders to consider depends on the definition provided by the country of registration of the issuing company
  • In Luxembourg, a shareholder is defined as any natural or legal person owning shares, from the first share owned
  • Requirements on the identification of shareholders, transmission of information and facilitation of exercise of shareholder rights also apply to intermediaries which have neither their registered office nor their head office in the EU when they provide services to shareholders or other intermediaries with respect to shares of EU listed companies

2.    Impacted professionals

  • Intermediaries (e.g. banks, credit institutions, custodians, CSDs…) which provide services (e.g. safekeeping, administration of shares, maintenance of securities accounts) to shareholders in respect to shares of listed companies in the scope
  • EU listed companies, having their registered office in a Member State, and whose shares are admitted to trading on EU regulated markets

3.    Key requirements and operational impacts

  • Identify the intermediaries and data sources needed to receive, fill in and circulate messages
  • Design target process for swift and secured emission, reception, filling-in and transfer of structured messages (where needed, organize solution selection and implementation, contractual documentation review…)
  • Gather, store and transmit the shareholders’ information to the issuing companies, which have the right to have their shareholders’ details disclosed
  • Implement a proxy voting process (with proxy advisor, proxy process provider and asset managers) to receive general meeting information, instruct the votes and receive the vote confirmation
  • Publicly disclose any applicable charges for services provided separately for each service
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Pascal Eber
Partner – Business Consulting Banking & Others
Tel : +352 45145 2649

Pascal Martino
Partner - Business Consulting Banking & Others
Tel : +352 45145 2119

Simon Ramos
Partner – Business Consulting IM&PERE
Tel : +352 45145 2702

Benoit Sauvage
Director – Risk Advisory
Tel : +352 45145 4220

Philippe Hijazin
Senior Manager - Business Consulting IM&PERE
Tel : +352 45145 3426

Astrid Brandy
Manager – Business Consulting Banking & Others
Tel : +352 45145 3947

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