The National Securities Market Commission (CNMV) has simplified and streamlined some information obligations set out in the transparency regulations for issuers. The regulation reduces unnecessary administrative burdens, while maintaining sufficient transparency and better aligning with European regulations.
Among other modifications, the Royal Decree adjusts the notification obligations for issuers' treasury shares and the notification regime for significant holdings in the event of a public offer for the acquisition of shares.
These changes are part of one of the objectives of the CNMV 2030 strategy, which is to reduce burdens for issuers by simplifying some communication obligations to make them proportional, without losing efficiency in supervision.
To this end, the CNMV has collaborated with the General Secretariat of the Treasury to promote initiatives aimed at clearer, more proportionate, and effective regulation that, among other things, have materialised in this regulation.
Specifically, the issuer of shares admitted to trading will communicate to the CNMV the proportion of voting rights that remains in its possession when its final position in own shares that attribute voting rights reaches or crosses, above or below, the thresholds of 3%, 5%, or 10% of the voting rights.
As a result, the requirement to identify and communicate each and every transaction that leads to crossing these thresholds is eliminated.
Until the entry into force of this Royal Decree, on 28 October 2026, issuers are required to communicate all purchase and sale transactions when the accumulated purchases, since the previous communication, exceed 1% of capital, needing to provide information on all transactions, which resulted in a significant information burden for the entities.
Shareholders of the company affected by a public offer for the acquisition of shares (OPA), who purchase securities that attribute voting rights must notify the CNMV of such acquisition when the proportion of voting rights in their possession reaches or exceeds 3% (previously, the minimum threshold was 1%). Likewise, the obligation to notify any operation that implies a subsequent variation in that percentage is maintained for shareholders of the affected company who exceed or have exceeded 3% of the voting rights.
