Disclosure requirements – Estonia
Disclosure Category: 2
In the case of holdings in Estonian securities, Clearstream Banking can be under an obligation, to disclose, or being asked to disclose the identity of beneficial owners holding applicable positions.
Consent
Clients are hereby 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
In line with local laws and regulations, such as Sections 6 (9) and 16 of the Securities Register Maintenance Act, Section 188 of the Securities Market Act and the Commercial Code last amended by RT I, 06.07.2023, 6, as well as Directive (EU) 2017/828 of 17 May 2017 and implementing Regulation (EU) 2018/1212 (SRD II), Clearstream Banking or its depository may be due to disclose holding information and details of beneficial ownership with respect to the Eligible Securities held with Clearstream Banking's securities account.
Background and legal basis
The Securities Register Maintenance Act passed on 14 June 2000 was last amended on 22 February 2023 by RT I, 17.03.2023 and has been effective since 1 January 2024.
The Securities Market Act has entered into force January 2002, was last amended by RT I, 06.07.2023, 6 passed on 20 June 2023 and has been effective since 1 January 2024.
The Commercial Code was first enabled in September 1995 and defines the Estonian company and the role of the Commercial Register. The Commercial Code was last amended by RT I, 06.07.2023, 6, which entered into force on 1 September 1995 and has been effective since 1 March 2024.
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 Securities Market Act and Securities Register Maintenance Act, the latest amendments adopted in 14 December 2019 with entry into force 10 September 2020 (SDR II Law).
Sanctions
A fine of up to EUR 5,000,000 or twice the amount corresponding to the profits made or losses avoided can be imposed for failure to notify of acquisition or disposal or fall below the threshold of voting rights or qualified holdings as described above.
Obligation to report thresholds crossing
According to Section 185 of the Securities Market Act, the obligation to report the crossing of thresholds for securities listed on the Estonian regulated market falls on the beneficial owner (that is, the party eligible to vote) as follows.
When a beneficial owner is aware of a transaction that has caused his voting rights in an Estonian listed company to reach, exceed or fall below a 5%, 10%, 15%, 20%, 25%, 33⅓%, 50% or 66⅔% threshold, such shareholder must notify the Estonian Financial Supervisory Authority (EFSA) and the issuer.
Also, on request by the EFSA or an Estonian public limited company (the issuer), a person who has given such notification of the number of votes is required to prove the number of votes owned by them, whether directly or indirectly, the size and the acquisition, ownership or transfer of the holding to the EFSA or the issuer, respectively.
An Estonian issuer whose shares are listed shall, unless the information has already been disclosed to the EFSA, organise the disclosure of respective information immediately but no later than three (3) trading days after the receipt thereof.
Reporting obligation should be carried out as soon as possible, but no later than four (4) trading days as of when the beneficial owner learns or should have learned of the acquisition or disposal of the major holding with voting rights leading to the threshold realisation.
Obligation to report qualified holdings
Prior to the acquisition of a qualifying holding, as per the definition provided under Section 9 of the Securities Market Act and related RT I 2005, 13, 64 (entry into force on 1 April 2005), or prior to the increase or decrease of such qualifying holding, so that it exceed or fall below 10%, 20%, 30% or 50% of the issuer's share capital or voting rights, the investor shall notify the EFSA of its intention, and submit the necessary information and documents provided for in Section 74 of the Securities Market Act.
The obligation to seek approval for qualified holdings must be fulfilled in advance.
In addition, applicable laws should be followed when notifying the EFSA and filing required documentation.
Shareholder identification as set out in the SRD II Law
The SRD II Law provides for the right of 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.
Clients are hereby informed and acknowledge that, according to SRD II, and its transposition into Sections 6 (92), 6 (7) and 19 of the Securities Register Maintenance Act, Sections 188, 127 (2) and 1876 of the Securities Market Act and Section 294 (1) of the Commercial Code, the intermediary that discloses information concerning the identity of shareholders for the purposes of the SRD II rules (including Clearstream Banking) shall not be considered to be in breach of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision.