Disclosure Requirements – Romania
Disclosure Category: 1
With regard to municipal bonds, corporate bonds and equities held with the Romanian central depository (CSD), the CSD is entitled, under Section 6, Art. 100, part 1-5 of CSD Rulebook, to obtain information about the identity of beneficial owners of Romanian securities.
Consent
Clients holding Romanian municipal bonds, corporate bonds and equities consent and are hereby deemed to consent to disclosure and to the appointment of the requestor as their attorney-in-fact, under power of attorney to collect from Clearstream Banking S.A. (Clearstream Banking) such information as is required to be disclosed. Clients who do not want to grant such authority and information to Clearstream Banking should refrain from holding such Securities in their account with Clearstream Banking and would bear any consequences in case they don’t provide the final beneficial owner details upon Clearstream Banking request.
Upon the request of the Financial Supervisory Authority, of the CSD or of any other entity for which such right is recognised by the law, the entities having an account with the CSD that is managing the settlement and clearing system must report to the requesting party, as soon as possible, (i) the holdings of financial instruments per each final beneficial owner and (ii) the identity of such final beneficial owner for the respective financial instruments.
Such reporting shall include at least the following information:
Identification number of holder; Type (1. physical person/2. legal person); unique registration code for Romanian companies/similar code for foreign companies or LEI code if no registration code is available/unique client ID; citizenship; name of holder; country; city; address; phone number; fax number; mobile number; email address; legal representative; ISIN; volume (number of instruments); type of shareholding (B=Beneficial owner, N=Nominee for the omnibus account held by an Intermediary from the chain); initial date of shareholding (if requested).
Disclosure requirements
Background and legal basis
The reporting requirements derive from:
- Regulation No. 13/2005 of the National Securities Commission on the authorisation and functioning of the central depository, the clearing houses and central counterparties, published in Part I of the Official Gazette No. 983 of 4 November 2005, as subsequently completed and amended ("Central Depository Regulation");
- Regulation No. 5/2010 of the National Securities Commission on the use of global accounts system, implementation of mechanisms with or without pre-validation of financial instruments, performance of securities lending operations, operations of establishing associated guarantees and short selling operations, published in Part I of the Official Gazette No. 169 of 16 March 2010, as subsequently completed and amended ("Regulation No. 5/2010");
- Regulation No. 4/2015 of the Financial Supervisory Authority amending and supplementing the Regulation No. 13/2005 and amending paragraph (1) of Article 9 of the Regulation No 5/2010 of the National Securities Commission on the use of global accounts system, implementation of mechanisms with or without pre-validation of financial instruments, performance of securities lending operations, operations of establishing associated guarantees and short selling operations, published in Part I of the Official Gazette No. 213 of 30 March 2015 ("Regulation No. 4/2015");
- CSD Rulebook, Section 6 “Reports on securities holdings in the participants’ records”, Art. 100, part 1-5.
With regard to government securities held with the National Bank of Romania, the following reporting requirement applies:
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 Official Gazette Law 158/2020 on 30 July 2020 (SDR II Law).
Sanctions
Any delays in disclosure reporting will be subject to penalties according to the CSD rulebook obligations.
Obligation to report threshold crossings
According to Law 24/2017, for shares traded in the Romanian regulated market, investors reaching, exceeding or going below voting rights of 5%, 10%, 15%, 20%, 25%, 33%, 50%, 75% in a publicly traded company must report via disclosure form such changes within three business days of the trade date to the issuer, the Financial Supervisory Authority and the Bucharest Stock Exchange (BSE).
When monitoring and disclosing ownership, thresholds take both direct and indirect holdings into consideration. Non-compliance with the threshold-reporting requirement may result in a fine of 0.1 to 10%of the turnover achieved in the previous fiscal year.
Reporting to the National Bank of Romania
Clearstream Banking, as a direct participant in the National Bank of Romania settlement system (SaFIR), is obliged to disclose on a monthly basis, to the National Bank of Romania, all its global holdings per security and holder type of its underlying clients in the different SaFIR-eligible securities.
The identity of the holders within Clearstream Banking and the underlying beneficial owners will remain undisclosed.
Shareholder identification as set out in the SRD II Law
The SRD II Law provides for the right for 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.
In accordance with SDR II Law as amended, an intermediary (in this case Clearstream Banking) shall, upon receipt of the shareholder identification disclosure request, transmit a similar request to the next intermediaries in the custody chain (that is, Clearstream Banking clients 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. Clearstream Banking will generate the response as required, with information regarding shareholder's identity, limited to Clearstream Banking books only.