Major shareholding notifications

Major shareholders are obliged to submit major shareholding notifications concerning changes to their holdings in companies whose shares are admitted to trading on a regulated market (stock market – e.g. Nasdaq Stockholm and NGM Main Regulated). The obligation to submit a major shareholding notification arises when a change results in the proportion of all shares or voting rights in a company reaching or passing, upwards or downwards, certain set thresholds.

The purpose of these regulations is to provide a good level of transparency concerning the ownership structure of listed companies, thus increasing public confidence in the securities market. The thresholds are 5, 10, 15, 20, 25, 30, 50, 66 (2/3) and 90 per cent of the voting rights or number of shares in a company. When these thresholds have been reached or passed, the natural or legal person whose holding has changed shall inform the company and FI.

The provisions concerning the major shareholding notification obligation are contained in the Transparency Directive and have been implemented through Chapter 4 of the Financial Instruments Trading Act (1991:980).

Please note that the major shareholding notification regulations also apply to listed companies whose registered office is outside of the EEA and who have chosen Sweden as their home member state. A list of these companies can be found on the page Home member state.

Disclosure and reporting to FI

FI publishes major shareholding notifications and stores them in the stock exchange information database. The shareholder is responsible for the content of the major shareholding notification.

Information about how to report major shareholding notifications can be found on the page Reporting/Major shareholding notifications.

Please note that major shareholding notifications and notifications to FI's PDMR transactions register are two entirely separate notifications, with different underlying regulations. Information about transactions conducted by persons discharging managerial responsibilities that must be reported to the PDMR transactions register can be found on the page Transactions conducted by persons discharging managerial responsibilities – insider trading.

Notifiable holding: shares, other instruments

Under the main rule in Chapter 4, Section 4, first paragraph of the Financial Instruments Trading Act, a person's notifiable holding encompasses those shares they hold in their own name or on behalf of a third party. However, under what are termed the aggregation regulations in the second paragraph of the same section, there are several situations in which shares that are formally held by a third party have to be counted as part of the holding of the person with a notification obligation. Accordingly, this means that a change in one person's holding may trigger a major shareholding notification obligation for a third party.

It is important to note that the provisions apply to all shares in the listed company. This means that all types of shares are to be included if at least one of them is admitted to trading on a regulated market. The listed company's repurchased shares are also to be included.

Other instruments

The major shareholding notification provisions apply not only to shareholdings, but also to holdings of depository receipts that confer voting rights for the shares represented by the depository receipts. Financial derivatives that grant entitlement to acquire already issued shares are also encompassed. This also applies to other derivatives that belong to the same underlying shares and that have a similar economic effect as owning the derivatives that grant entitlement to acquire already issued shares, whether they are entitled to physical or cash settlement.
The instruments covered by the major shareholding notification obligation are specified in Chapter 4, Section 2 of the Financial Instruments Trading Act.

Compilation of holdings

According to Chapter 4, section 4 of the Financial Instruments Trading Act, shares held by a party with a duty to report shall include shares held in its own name and own behalf, or in its own name one behalf of a third party. In addition, in some cases the shares held by a party shall also include shares held by a third party.

The shares held by a party shall thus also include such shares:

as are held by a third party with whom the party with a duty to report has entered into an agreement to take a long-term common position with respect to the management of a company through a co-ordinated exercise of voting rights;
as are held by a third party on behalf of the party with a duty to report where the party with a duty to report controls the manner in which the voting rights for the shares shall be exercised;
as are held by a subsidiary of the party with a duty to report;
as are held by a third party who, pursuant to an agreement with the party with a duty to report for a limited period and for compensation, has transferred the right to vote for the shares to the party with a duty to report;
as the party with a duty to report has received as security, where the party with a duty to report controls the manner in which the voting rights for the shares are exercised and has declared its intention to exercise them;
in which the party with a duty to report has a life interest, where the party with a duty to report controls the manner in which the voting rights for the shares shall be exercised;
as have been placed into the custody of the party with a duty to report where the party with a duty to report personally controls the manner in which the voting rights for the shares shall be exercised;
for which the party with a duty to report has been granted a proxy to exercise the voting rights, where the party with a duty to report personally controls the manner in which the voting rights for the shares shall be exercised;

According to Chapter 4, section 4 of the Financial Instruments Trading Act, in the situations referred to in points 4–8, it is no longer possible to include shares for which the party no longer controls how the voting rights shall be exercised. This entails, for example, that a person who grants a proxy for voting rights to another party may need to submit a notification if the reduction in the voting rights due to granting a proxy results in the person granting a proxy falling below a major shareholding notification threshold.

For the definition of subsidiary, Chapter 4, section 4 of the Financial Instruments Trading Act refers to Chapter 1, sections 11 and 12 of the Companies Act (2005:551). According to the rules for major shareholding notifications, the term parent company shall also be applied to natural persons and legal persons other than limited liability companies. Thus, a natural person may be obligated to submit a major shareholding notification for shares held by a company that this person controls and may also fulfil the major shareholding notification obligation for the company in accordance with Chapter 4, section 6 of the Financial Instruments Trading Act.

Exceptions for some parent companies

According to Chapter 4, section 4, the shares of the party with a duty to report shall also include shares held by a subsidiary to the party with a duty to report. However, Chapter 4, sections 15–17 of the Financial Instruments Trading Act contains exceptions from these compilation regulations for some parent companies (for example, some Swedish management companies, Swedish AIF managers or securities institutions). Chapter 12, section 6 of Finansinspektionen's regulations (FFFS 2007:17) governing operations on trading venues (trading venue regulations) specifies the conditions under which the exceptions may be applied. A parent company that fulfils the conditions and wishes to apply the exception shall pursuant to Chapter 12, section 7 of the trading venue regulations without delay provide the following information to FI:

a) A list of the names of the subsidiaries that are Swedish management companies, AIF managers that manage special funds or securities institutions, including information about which national competent authorities supervise them.

b) A declaration that the parent company meets the requirements set out in section 6, point a with regard to every such Swedish management company, AIF manager or securities institution.

The information should be emailed to finansinspektionen@fi.se. Please note that according to Chapter 12, section 8 of the trading venue regulations, the parent company shall also update the list in accordance with section 7a on a regular basis.

Passive major shareholding notification obligation

The issuer's obligations

According to Chapter 4, Section 9, first paragraph of the Financial Instruments Trading Act, an issuer on a regulated market is obliged to disclose corporate actions that have resulted in a change in the number of shares or votes. Disclosure shall take place on the last trading day of the month. In other words, it is not sufficient to disclose the change immediately.

Under Chapter 4, Section 20 of the Financial Instruments Trading Act, the disclosure of this information shall take place in such a way that it becomes available to the public in the EEA in a quick and non-discriminatory manner. At the same time as it is disclosed, it shall also be reported to FI's stock exchange information database in the same manner as described above.

The shareholder's obligations

A shareholder in an issuer on a regulated market who, for example, chooses not to subscribe to new shares when a new share issue takes place and whose shareholding is thus diluted may pass a major shareholding notification threshold passively. However, the major shareholding notification obligation resulting from this sort of corporate action only arises once the issuer has disclosed the amended total number of shares or votes on the last trading day of the month. Consequently, the shareholder only needs to check whether there has been a change to the number of shares in the issuer once a month.

Internal group transactions

If the party subject to a notification obligation is a subsidiary, the parent company may, under Chapter 4, Section 6 of the Financial Instruments Trading Act, fulfil the subsidiary's major shareholding notification obligation. The parent company may also become subject to a major shareholding notification obligation when the combined holdings of its subsidiaries results in the parent company's indirect holding passing a major shareholding notification threshold.

If it is only the holding in an individual subsidiary that passes a threshold, without the parent company's combined holdings passing a threshold, it is the subsidiary that is obliged to submit a major shareholding notification. Nevertheless, we recommend that the parent company still submits a major shareholding notification in such cases and that the chain of controlled companies in the group is specified.

If the transaction results in more than one subsidiary in the same arm reaches or passes a major shareholding notification threshold, one notification from the subsidiary that is at the top of the chain is sufficient. Accordingly, this company submits major shareholding notifications and reports direct and indirect holdings in the group in the arm below it.

Deadlines

The deadlines for major shareholding notifications are short. Information regarding acquisitions or disposals of major shareholdings are typically of great interest to the market and should thus be disseminated as quickly as possible. A major shareholding notification shall have been received by both the issuer and FI as soon as possible, but no later than the third trading day following the day on which the major shareholding notification obligation arose.

If the transaction is conducted on a regulated market (i.e. if the transaction is conducted on, for example, Nasdaq Stockholm or NGM Main Regulated), the notification shall be received as soon as possible, but no later than the third trading day after the transaction date. If the transaction is conducted outside of a regulated market (and the issuer's securities are admitted to trading on a regulated market), the notification shall be submitted as soon as possible, but no later than the third trading day after the contract date.

If the obligation to submit a major shareholding notification arises through a change in the number of shares in the issuer, the notification shall be received as soon as possible, but no later than three trading days after the issuer has disclosed the change in the total number of shares or votes on the last trading day of the month (read more above, under the heading Passive major shareholding notification obligation).

Trading days

Under Section 3 of the Financial Instruments Trading Ordinance FI shall publish on its website a list of days that are regarded as trading days. Trading days are every Monday to Friday, with the following exceptions:

2024	2023	2022	2021	2020
1 January			1 January	1 January
29 March	6 January	6 January	6 January	6 January
1 April	7 April	15 April	2 April	10 April
	10 April	18 April	5 April	13 April
1 May	5 May			1 May
9 May	18 May	26 May	13 May	21 May
6 June	6 June	6 June
21 June	23 June	24 June	25 June	19 June
24 December			24 December	24 December
25 December				25 December
26 December	25 December	26 December
31 December	26 December		31 December	31 December

Sanctions

Chapter 6, Section 3a of the Financial Instruments Trading Act states that FI shall decide that an administrative fine be imposed on those who do not comply with their obligations pursuant to Chapter 4, Sections 3, 9 or 18 of the Financial Instruments Trading Act within the stipulated time.

Legal persons:

The fine shall be a minimum of SEK 15 000 and a maximum of the highest of:

a) an amount that is equivalent to EUR 10m on 26 November 2013,

b) five per cent of the legal person's turnover in the previous financial year,

c) two times the profit that the legal person obtained as a result of the regulatory infringement, where this amount can be ascertained, or

d) two times the costs that the legal person avoided as a result of the regulatory infringement, where this amount can be ascertained,

Natural persons:

The fine shall be a minimum of SEK 15 000 and a maximum of the highest of:

a) an amount that is equivalent to EUR 2m on 26 November 2013,

b) two times the profit that the natural person obtained as a result of the regulatory infringement, where this amount can be ascertained, or

c) two times the costs that the natural person avoided as a result of the regulatory infringement, where this amount can be ascertained.

More detail concerning what has to be taken into account when setting the size of the administrative fine can be found in Chapter 6, Sections 3d–f of the Financial Instruments Trading Act. As stated in Chapter 6, Section 3g of the Financial Instruments Trading Act, the fine may be waived in full or in part if the infringement is minor, excusable or there are other special grounds. FI has published guidelines for determining administrative fines for infringements of the major shareholding notification regulations (FI Ref. 18-3836) (see the heading Regulations below).

FAQ

Please note that the obligation to submit a major shareholding notification concerning changes to their holding in companies is always that of the person subject to the major shareholding notification themselves. Consequently, they must be well aware of their obligations if they are to be able to report their holding to FI's stock exchange information database on time.

Questions concerning reporting of major shareholding notifications can be sent to our Reporting department at rapportering@fi.se or +46 8-408 980 37 (weekdays 9–11).

FI is able to answer questions, provide information about applicable provisions and give guidance. As a supervisory authority, however, FI is unable to provide advance decisions in individual cases. If the person subject to the reporting obligation is uncertain whether a transaction has to be reported to FI or about how this is done, they are recommended to contact a legal adviser who is able to help them conduct an assessment on the basis of the circumstances that are specific to the person in question.

ESMA's questions and answers (Q&A) on the Transparency Directive, last updated on 9 Nobember 2020

Regulations