Disclosure Requirements - Estonia
Disclosure Category 2
Background and legal basis
The obligation to disclose derives from the Estonian Securities Market Act, which stipulates that beneficial owners must notify the regulator and the issuer when their holdings of the share capital or voting rights in an Estonian listed company cross specific thresholds (see below).
This is also in accordance with Directive 2004/109/EC (transparency) and Directive 2007/44/EC (qualifying holdings), which have been implemented in Estonia. According to Estonian Securities Market Act, the notification requirement to disclose major holdings does not apply, among other things, to shares acquired for the sole purpose of clearing and settling within the usual short settlement cycle (T+3).
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 Securities Market Act and Securities Register Maintenance Act, the latest amendments adopted in 14 December 2019 with entry into force 10 September 2020 (SDR II Law).
Customers are hereby deemed to consent to disclosure and to the appointment of the requestor (for example, but not limited to the issuer or its agent) as their attorney-in-fact, under power of attorney, to collect from CBL such information as is required to be disclosed. Customers not willing to give this consent cannot hold such securities and/or financial instruments in their account with CBL.
Obligation to report thresholds crossing
The obligation to report the crossing of thresholds falls on the beneficial owner (that is, the party eligible to vote) as follows.
Thresholds for securities listed on the Estonian regulated market
When a beneficial owner is aware of a transaction that has caused his voting rights in an Estonian listed company to reach, exceed or fall below a 5%, 10%, 15%, 20%, 25%, 33⅓%, 50% or 66⅔% threshold, then such shareholder must notify the Estonian Financial Supervision Authority (EFSA) and the issuer.
Also, at the request of the EFSA or an Estonian public limited company (the issuer), a person who has given such notification of the number of votes is required to prove the number of votes owned by him/her, whether directly or indirectly, the size and the acquisition, ownership or transfer of the holding to the EFSA or the issuer, respectively.
An Estonian issuer whose shares are listed shall, unless the information has already been disclosed to the EFSA, organise the disclosure of respective information immediately but not later than three (3) trading days after the receipt thereof.
Reporting obligation should be carried out as soon as possible, but no later than within four (4) trading days as of when the beneficial owner learns or should have learned of the acquisitions or disposal of the major holding with voting rights leading to the threshold realisation.
To increase or decrease a holding in a local bank or insurance company, investment company or fund management company to respectively dispose, exceed or fall below 10% (qualified holding), 20%, 30% or 50% of the issuer's share capital or voting rights, the beneficial owner must seek approval from the EFSA.
The obligation to seek approval for qualified holdings must be fulfilled in advance.
Also, applicable laws should be followed when notifying the EFSA and filing required documentation.
A fine of up to EUR 32,000 can be imposed for failure to notify of acquisition or disposal or fall below the threshold of voting rights or qualified holdings as described above.
Shareholder identification as set out in the SRD II Law
The SRD II Law provides for the right of 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.
The threshold set forth under SRD II Article 3a is 0.5% pursuant to Securities Register Maintenance Act § 6 (92).
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.
Customers are hereby informed and acknowledge that, according to Article 6, (92) of the SRD II Law, the intermediary that discloses information concerning the identity of shareholders for the purposes of the SRD II rules (including CBL) shall not be considered to be in breach of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision.