Disclosure Requirements – Slovenia
Disclosure Category: 3
Clearstream Banking S.A. (Clearstream Banking), as an intermediary, has no obligation to disclose holdings or other information about its clients. Investors that hold securities in the Slovenian market are required to report if they exceed the set thresholds or if they are impacted by Article 129 of the Market in Financial Instruments Act.
Clients are deemed to consent to disclosure and to the appointment of the requestor (for example, but not limited to, the issuer or its agent) as their attorney-in-fact, under power of attorney, to collect from Clearstream Banking such information as is required to be disclosed. Clients not willing to give this consent cannot hold such securities and/or financial instruments in their account with Clearstream Banking.
Consent
Clients are deemed to consent to disclosure and to the appointment of the requestor (for example, but not limited to, the issuer or its agent) as their attorney-in-fact, under power of attorney, to collect from Clearstream Banking such information as is required to be disclosed. Clients not willing to give this consent cannot hold such securities and/or financial instruments in their account with Clearstream Banking.
Disclosure requirements
The disclosure requirements fall on the beneficial owner.
Background and legal basis
Article 129 of the Market in Financial Instruments Act, Official Gazette RS, Nr. 77/2018, requires shareholders to disclose and report when their voting rights in a company reach, exceed or fall below the established qualifying thresholds.
This applies to shareholders with positions in companies that have shares traded on the Ljubljana Stock Exchange (LjSE) or to shareholders with positions in companies that do not have shares traded on the LjSE but have at least 250 shareholders or more than EUR 4 million share capital as published in their Annual Report.
The obligation to disclose falls on the shareholder and the beneficial owner.
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 on 24 February 2021 into local Company's Act (Zakon o Gospodarskih družbah – ZGD-1K).
The implementation law includes both the changes as described in the directive and the implementing regulation. The provisions that are described in the directive SRD II have come into force as of 24 August 2021.
Sanctions
Failure to notify the SMA and the issuer results in a fine as follows:
For a legal entity: | Between EUR 12,000 and EUR 250,000 |
For a legal entity considered as a medium or large company: | Between EUR 25.000 and EUR 500.000 |
For a responsible person in the legal entity: | Between EUR 800 and EUR 10,000 |
For a natural person: | Between EUR 400 and EUR 5,000 |
Failure to obtain a licence from the respective public authority also results in a loss of voting rights.
Obligations to report threshold crossings
There are no general ownership restrictions in the Slovenian securities market with regard to publicly available equities.
However, some companies may set special conditions or restrictions on some categories or classes of shares or (when the acquisition of ownership for credit institutions, investment services, insurance companies etc. causes them to exceed a 10%, 20%, 33⅓% or 50% qualifying holding threshold) request that the beneficial owner secure a licence from the public authorities.
| Offering company type | Permission from | According to (Act) |
Bank | Bank of Slovenia | Banking Act (ZBan-3; Official Gazette of the RS, Nr. 92/2021 and amendments). |
Insurance | Insurance Supervision Agency | Insurance Act (ZZavar-1B; Official Gazette of the RS, Nr. 102/2020 and amendments). |
Brokerage house | Securities Market Agency | Financial Instruments Market Act (ZTFI-1B; Official Gazette of the RS, Nr. 123/2021 and amendments) and Banking Act (ZBan-3; Official Gazette of the RS, Nr. 92/2021 and amendments). |
Asset management company | Securities Market Agency | The Investment Funds and Management Companies Act (ZISDU-3A; Official Gazette of the RS, Nr. 161/2021 and amendments). |
Stock Exchange | Securities Market Agency | Financial Instruments Market Act (ZTFI-1B; Official Gazette of the RS, Nr. 123/2021 and amendments) and Banking Act (ZBan-3; Official Gazette of the RS, Nr. 92/2021 and amendments). |
Applicable to shareholders with positions in companies where:
- Beneficial owners are required to report the crossing of a threshold in voting rights to the Securities Market Agency (SMA) and to the issuer within the fourth trading day.
- Shareholders’ voting rights in the company reach, exceed or fall below the 5%, 10%, 15%, 20%, 25%, 33⅓%, 50% and 75% thresholds.
For a cross-over one third of the voting rights in a company takeover bid is necessary.
Reporting to regulator
The provisions of the Bank of Slovenia (BSi) require all direct participants (including Nova Ljubljanska Banka d.d. - NLB) to disclose, on a monthly basis and for localisation purposes only, all client holdings in the different securities eligible in Klirinško depotna družba d.d. (KDD).
This disclosure includes a report by type of instrument and resident nationality of security holder. Nevertheless, the identity of holders within Clearstream Banking, and of the underlying beneficial owners, remains 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 the 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.