The Transparency Directive Amending Directive (2013/50/EU) revised the home member state rules.
These are set out in our policy statement PS15/26.
Since 26 November 2015, all issuers must disclose their home member state to:
- the competent authority of the member state where it has its registered office, where applicable
- the competent authority of the home member state, and
- the competent authorities of all host member states.
To assist with this, the European Securities and Markets Authority (ESMA) has published a standard form for use by the EU National Competent Authorities (NCAs). We have adopted this form and expect issuers with securities admitted to trading on a regulated market (who must make disclosure to us) to complete and submit this form to us by email to [email protected].
We send the information in the home member state notifications to ESMA, which maintains a centralised list of all issuers regulated by NCAs. The list is updated on a six-monthly basis and is currently for use by NCAs only.
All issuers with securities admitted to trading on a regulated market (who must make disclosure to the FCA) should note the following requirements.
Issuers with a choice of home member state who have not yet notified the FCA of their choice
If an issuer has a choice of home member state and does not declare this information within three months of its securities first being admitted to trading, we will give it a default home member state (where its securities are admitted to trading), or more than one home member state if the securities are admitted to trading in more than one jurisdiction. The new default provision under the Transparency Directive (TD) will also apply to any existing issuer that has a choice of home member state but has not yet notified the FCA of their choice.
Issuers incorporated in the EU with no choice of home member state but who have not yet notified of their home member state
In addition, any existing issuers incorporated in the EU that do not have a choice of home member state will also need to inform the FCA of their home Member State (if they had not done so by 26 November 2015).
Existing issuers who have already disclosed their home Member State to the FCA
Existing issuers who have already disclosed their home member state to us need not do so again under the TD.
However, the new ESMA notification form, which we are adopting, requires more detail than previously requested by the FCA. To ensure consistency of information held, we also ask all existing issuers to update their notifications and submit the form to us.