Recent Development
The Capital Markets Board (“CMB”) amended the Communiqué on Disclosure of Material Events No. II-15.1 (“Communiqué”). The amendments entered into force with the publication on the Official Gazette dated November 17, 2018 and No. 30598.
What’s New?
- The amendment to the Communiqué on February 13, 2018 provided that if a person’s ownership in a public company reach, exceed or fall below the thresholds specified in the Communiqué (5%, 10%, 15%, 20%, 25%, 33%, 50%, 67% and 95%), the Central Registry Agency (the “CRA”) and the relevant shareholder would publicly disclose the change together. According to the new amendment, in cases where the relevant shareholder’s share ratio reaches, exceeds or falls below the aforementioned thresholds, only the CRA will make the relevant disclosure. However, this will not be applicable for persons reaching, exceeding or falling below such thresholds (i) by acting in concert, (ii) indirectly, or (iii) with voting rights (through voting agreements etc.). Therefore, in these cases, rather than the CRA, the relevant shareholder or the persons acting in concert with such shareholder will need to disclose the change in their shareholding.
- With respect to the matters formerly disclosed to the public that are yet to be concluded, responsible parties are no longer required to make update disclosures in sixty-day intervals. That being said, this does not eliminate responsible parties’ obligation to disclose new developments in relation to the matters disclosed.
Conclusion
The amendments aim to simplify public disclosures by avoiding duplicate disclosures made by the shareholders and the CRA, as well as lifting periodic update requirements on specific events disclosed earlier.
