Changes in the number of shares or votes

An issuer whose securities are admitted to trading on a regulated market is obliged to disclose corporate actions that have resulted in a change in the number of shares or votes.

This disclosure shall take place on the last trading day of the month in which the change took place, in accordance with Chapter 4, Section 9 of the Financial Instruments Trading Act (1991:980). In other words, in order to comply with the requirements placed on such a disclosure, it is not sufficient to simply disclose this change immediately. In such cases, the issuer must also disclose the change on the last trading day of the same month. The disclosure shall also be reported to FI's stock exchange information database (more about this can be found below, under the heading Disclosure and reporting to FI).

A change in the number of shares or votes may, for example, be due to the issuer acquiring or disposing of own shares. An action of this type may involve the company passing a major shareholding notification threshold, which it must also disclose as soon as possible. You can read more about this on the page Major shareholding notifications.

Disclosure and reporting to FI

The information shall be disclosed in such a way that it becomes available to the public in the EEA in a quick and non-discriminatory manner.

Information that is disclosed shall be reported to FI at the same time for storage and be made available on FI's website. Pursuant to Chapter 10, Section 16 of Finansinspektionen's regulations governing operations on trading venues (2007:17), this information is to be submitted to FI electronically. The information is reported to FI's stock exchange information database by, for example, uploading a press release concerning the change. In order to make this information as clear as possible, we recommend using a descriptive heading for the information that is being reported.

Issuers often use news distribution agencies to disclose information. These distribution agencies may also undertake to submit the disclosed information to FI. However, the issuer always bears ultimate responsibility for ensuring that FI receives the information. More detailed instructions about how reporting to FI works in practice can be found on the page Reporting. This is where you can also find information about how to find forms to use for reporting on behalf of an issuer or powers of attorney to allow a news distributor to report the information.

Storage at FI ensures that the requirements set out in the Transparency Directive that the information shall be available to the public for at least ten years are met.

Language in which the information shall be disclosed

Chapter 10, Section 13 of Finansinspektionen's regulations governing operations on trading venues (2007:17) contains provisions concerning the language that is to be used for disclosing this information. If the issuer's securities are admitted to trading only in Sweden, and the issuer has Sweden as its home member state, the information shall be disclosed in Swedish.

If the issuer's securities are admitted to trading in both Sweden and one or more other EEA countries, and the issuer has Sweden as its home member state, the information shall be disclosed in Swedish, but also in English or one of the languages that are accepted by the competent authorities in the country or countries in question. If the issuer only has securities that are admitted to trading in one or more other EEA countries but has Sweden as its home member state, the information shall be disclosed in Swedish, English or in a language that is accepted by the competent authorities in the country or countries in question. Issuers whose securities are admitted to trading in Sweden but who have another EEA country as their home member state shall disclose the information in Swedish or English.

Following the submission of an application, FI may grant exemptions from the language provisions. Exemptions have thus far been issued in certain cases for issuers who have wanted to publish prospectuses and ongoing information in English. The companies in these cases have been foreign companies whose shareholder composition is such that they may be expected to provide the information in English.

Read more about an issuer's home member state.

Sanctions

The obligation to disclose changes in the number of shares or votes appears in Chapter 4, Section 9 of the Financial Instruments Trading Act (1991:980). 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, including those pursuant to Chapter 4, Sections 3, 4 or 9 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.

FAQ

Please note that the obligation to disclose changes in the number of shares or votes is that of the issuer. It must therefore be well aware of its obligations.
We have compiled the most frequently asked questions and their answers in the document below. If you cannot find answers to your questions, you can e-mail borsbolag@fi.se. Questions concerning reporting of information to the stock exchange information database 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 any case. Consequently, if representatives of the issuer are uncertain about how a disclosure of changes in the number of shares or votes is to be handled, they are recommended to contact a legal adviser who is able to help them make an assessment on the basis of the circumstances that are specific to the issuer in question.

FAQ on new number of shares or votes (in Swedish)

Regulations

The regulations concerning disclosure of changes in the number of shares or votes were introduced through the Transparency Directive. In Sweden, they have been implemented through the Financial Instruments Trading Act (1991:980. FI's regulations governing operations on trading venues (FFFS 2007:17) contain provisions concerning the language etc. in which the disclosure is to take place.

EU provisions

Transparency Directive (EC) 2004/109

Directive (EU) 2013/50 amending the Transparency Directive

ESMA's questions and answers (Q&A) on the Market Abuse Regulation, last updated on 31 January 2019

Swedish provisions

Financial Instruments Trading Act (1991:980) (Swedish)

FI's regulations governing operations on trading venues (FFFS 2007:17)

Last reviewed: 2020-01-08
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