The CNMV will make it mandatory to include the additional voting rights for loyalty in the positions that are declared

MADRID, 8 Jun. (EUROPA PRESS) -

The National Securities Market Commission (CNMV) will oblige investors to include in the positions that they declare the additional voting rights that correspond to the shares with voting by loyalty that have been attributed to them.

The body has also added two new sections to report double votes for loyalty, in which the significant shareholder must indicate the number of additional voting rights that have been attributed to them corresponding to shares for loyalty, as well as the number of shares that are pending recognition of said double voting right.

This is explained in Circular 2/2022, of May 26, which approves the notification models for significant holdings and issuer operations on own shares.

This circular replaces the old Circular 8/2015, which established notification models that must now be repealed, so a new text has been prepared to avoid confusion in the market.

The new circular, which has been published this Wednesday in the Official State Gazette (BOE), will enter into force within sixty days, to give time to implement the necessary technical modifications.

The CNMV has explained that this publication responds to the adaptation to Law 5/2021, of April 12, on the promotion of long-term involvement of shareholders in listed companies.

This law introduced two novelties in the legal system: the regime of shares with double loyalty vote and the elimination of the obligation of directors to notify operations in shares or financial instruments, who are only obliged to notify such operations under the regime of executive operations established in the Market Abuse Regulation.

Other changes included in the circular are the repeal of models II (directors), III (managers and close ties) and VI (remuneration systems), for having become inapplicable as a result of legislative changes.

Likewise, the CNMV has explained that models IV (treasury stock) and V (request for exception to notify for market makers) are renumbered as models two and three, without including any significant modification in their content.

However, in the instructions for model two, treasury stock, it is clarified that in calculating the percentage of treasury stock, loyalty voting rights, when they exist, will not be taken into account in the denominator.

On the other hand, the instructions, mainly model one, have been modified to include technical improvements, many of them suggested by the Consultative Committee.

The text was put up for public consultation between March 15 and April 30 of this year, although no comments were received during that period, except for the mandatory report of the CNMV Consultative Committee. Thus, on this occasion the CNMV does not publish an assessment of the observations received.