In April 2016, four months after the required date,
Cyprus implemented Directive 2013/50/EU of October 22 2013 (the
Amending Directive). The Transparency Requirements
(Transferable Securities Trading on Regulated Market)
(Amendment) Law of 2016 amends the Transparency Requirements
(Traded Securities in Regulated Market) Laws of 2007 to 2014 to
transpose the Amending Directive into domestic law.
The definition of issuer has been modified to include
natural persons and to make clear that issuers of depositary
receipts fall within the scope of the definition, whether or
not the underlying securities are admitted to trading on a
The provisions regarding the choice of the home member state
and notification requirements have been aligned with the
Amending Directive. An issuer must notify the competent
authorities in the member state in which its registered office
is located and in each host member state, as well as the
competent authority in its home member state.
The provisions regarding publication of financial
information have also been changed. Annual financial reports
must be available to the public for at least 10 years instead
of five. The time allowed for publication of biannual financial
reports (which must also remain available to the public for 10
years) has been extended by a month to three months after the
end of the relevant period. The obligation for issuers having
shares admitted to trading on a regulated market to publish
quarterly financial reports or interim management statements
has been abolished.
Issuers involved in the extractive or logging industries
must publish their reports in accordance with Directive
2013/34/ on payments made to governments.
There have been significant changes to the notification
obligation in respect of substantial holdings. These include: a
new safe harbour provision for share stabilisation and buy-back
programmes; extension of the scope of the financial instruments
that are subject to the notification requirement, together with
detailed calculation rules to determine the voting rights
attached to them; and, new rules for the aggregation of voting
rights attached to shares and other financial instruments.
The extent and size of the sanctions that the Cyprus
Securities and Exchange Commission (CySEC) can impose in the
event of a breach of the law has been substantially increased.
CySEC can now impose administrative fines of up to €10
million (approximately $11 million) or twice the benefit earned
from the breach, whichever is higher. It can also publish
decisions taken in connection with sanctions on its website.
Sanctions must be effective, proportionate and dissuasive.