Proposed changes concerning significant shareholdings

One of the changes provided for in the government’s draft law on amending certain laws in connection with ensuring the development of the financial market and the protection of investors in that market (the “Draft”) is the electronic filing of notifications in respect of significant shareholdings.

Pursuant to the modifications proposed as to Article 69 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of 29 July 2005 (the “Act on Public Offering”), the notification on exceeding the relevant threshold of votes in the total number of votes, addressed to the FSA, will be submitted by means of an ICT system provided by the supervisor on its website.
If it is not possible to transmit the notification by means of the ICT system, the notification shall be transmitted to the electronic mail address provided for this purpose by the FSA on its website. In turn, as soon as the events preventing the transmission of the notice cease, the notice shall be transmitted again by means of the ICT system.
Apart from the expansion of the scope of information communicated to the FSA and the electronification of the filing of notifications, the Draft does not provide for any significant changes concerning significant shareholdings.

In my opinion, yes. An issue that is not directly normalized in the regulations, but is important for the transparency of a public company, is the notification on the termination of the state of indirect acquisition of shares.
Namely, pursuant to Article 69a(1)(3) of the Act on Public Offering, the obligations specified in Article 69 of that act are also imposed on an entity that has reached or exceeded a certain threshold of the total number of votes in connection with an indirect acquisition of shares in a public company.
In turn, indirect acquisition of shares is understood as obtaining the status of a dominant entity in the entity owning shares of a public partnership or in another entity being a dominant entity with regard to this entity, or acquisition or acquisition of shares of a public partnership by a directly or indirectly dependent entity (art. 4 p. 27 of the Act on Public Offering).
The necessity to notify the public company and the FSA about direct or indirect exceeding of the thresholds, listed in Article 69 of the Act on Public Offering, in the total number of shares does not raise any doubts. Nevertheless, the necessity to notify the termination of the state of indirect acquisition in a public company (e.g. when changing the majority shareholder of a company located at the very top of the capital group) does not arise directly from the applicable regulations.

In my opinion, the information on the termination of an indirect acquisition state should be communicated to the public company and to the FSA in accordance with the rigours (including timing) set out in Article 69 of the Act on Public Offering. However, this is an expression of my position based on general principles of transparency in a public company and common-sense regulatory prudence. Article 69a(1)(3), applied by analogy, in connection with Article 69(1)(1) of the Act on Public Offering may be used as the legal basis for the notification, as is the case in the following notifications:
https://www.parkiet.com/komunikaty-espi/art37678601-larq-s-a-otrzymanie-zawiadomienia-o-zakonczeniu-stanu-posredniego-nabycia-akcji-spolki
https://www.parkiet.com/komunikaty-espi/art37676741-brand24-s-a-otrzymanie-zawiadomienia-o-zakonczeniu-stanu-posredniego-nabycia-akcji-spolki
https://www.parkiet.com/komunikaty-espi/art37680021-nextbike-polska-s-a-otrzymanie-zawiadomienia-o-zakonczeniu-stanu-posredniego-nabycia-akcji-spolki