New Procedures for Disclosure of Home Member State under Transparency (Directive 2004/109/EC) Regulations 2007 (as amended)

As referred to in our November Issue, with effect from 27 November 2015, new requirements for the disclosure of home Member State under the Transparency (Directive 2004/109/EC) Regulations (as amended) apply.     An issuer is now required to disclose its home Member State to:

• the competent authority of its home Member State;
• the competent authority of the Member State where its registered office is located, where applicable; and
• the competent authorities of all host Member States.

An issuer is also required to disclose its home Member state to the market.
 
Disclosure of home Member State to the relevant competent authorities should be made using the Standard Form for Disclosure of Home Member State which is published on ESMA's website.
 
Exemption
 
The Transparency Directive provides for an exemption from the home Member State disclosure requirements for issuers that had a choice of home Member State and who communicated that choice to the competent authority of their home Member State prior to 27 November 2015.     
 
If an issuer with securities admitted to trading on a regulated market prior to 27 November 2015 did not communicate its choice of Ireland as home Member State to the Central Bank prior to 27 November 2015, the issuer is required to make the disclosures detailed above by 26 February 2016.   Failure to do so may result in the issuer being deemed to have one or more home Member States. 
 
An issuer is advised to complete the Standard Form for Disclosure of Home Member State and submit same to the Central Bank at [email protected]  where  there is  any doubt as to whether the required communication has been made to the Central Bank.