Amendments To The Legal Regime Of Transparency And Prospectuses

Author:Ms Marisa Larguinho and Sara Lemos de Meneses

Decree-Law no. 22/2016 of 3 June was published in the Official Gazette (Diário da República, the "DR"), partially implementing in Portugal the Directive 2013/50/UE, of the European Parliament and of the Council, of 22 October 2013, which notably amends the Transparency Directive1 and the Prospectuses Directive2.

This Decree-Law, which entered into force on the day following its publication in the DR (hence, 4 June), is particularly relevant for publicly traded companies and issuers of securities admitted to trading on a regulated market located in Portugal and, to a certain extent, for holders of qualified holdings, especially in relation to: (i) transparency of qualified holdings and long economic holdings, (ii) disclosure of financial information, and (iii) some aspects of the regime of prospectus and offers, in relation to which the language regime stands out.

We hereby briefly note some aspects worthy of more attention.


    The communication of qualified holdings shall now be made "as soon as possible", both to the company and to "Comissão do Mercado de Valores Mobiliários" ("CMVM"), i.e. the Portuguese Securities Market Regulator, while the four trading day term is no longer the rule as it becomes a maximum term for the purposes of communication.

    The content of the communication becomes more demanding: in addition to all the information previously required, a breakdown of the number of voting rights in relation to each ground for the attribution of voting rights shall now be included.

    Special attention must be given to long economic holdings3 and, consequently, to the holding of financial instruments:

    that give the holder the unconditional right to acquire or the discretion as to his right to acquire, by means of a binding agreement, shares to which voting rights are attached, already issued, of an issuer which shares are admitted to trading on a regulated market; with physical settlement, not included in item (i) above, but which are indexed to shares referred to in that item and with economic effect similar to that of the holding of shares or financial instruments referred to in that item; and with financial settlement, which are referenced to shares referred to in (i) above and with economic effect similar to that of the holding of shares or financial instruments referred to in items (i) and (ii) above, given that under these cases, the participant should, under the law...

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