When does a dislosure obligation arise? 

Shareholders

Shareholders are required to make a notification of changes in their holdings in a Finnish listed company when their holdings

  • reach or exceed one twentieth (5%), one tenth (10%), three twentieths (15%) one fifth (20%), one quarter (25%), three tenths (30 %), half (50%) or two thirds (around 66.7%) (disclosure thresholds) of the voting rights or the number of shares of the company
  • fall under one twentieth (5%), one tenth (10%), three twentieths (15%) one fifth (20%), one quarter (25%), three tenths (30 %), half (50%) or two thirds (around 66.7%) (disclosure thresholds) of the voting rights or the number of shares of the company.

A shareholder or a person comparable to a shareholder who is a party to an agreement or other arrangement the conclusion of which would cause the proportion of voting rights or share capital to reach, exceed or fall below the aforementioned disclosure thresholds must also make a notification.

A shareholder's holding includes holdings of corporations or foundations controlled by the shareholder and holdings of pension funds of the shareholder or a corporation controlled by the shareholder, as well as any other holdings on which the shareholder may decide alone or together with a third party by virtue of an agreement or otherwise.

Notifications of changes in holdings must be made without undue delay. The law provides that the notification must be made when the shareholder is or should be aware of legal action as a consequence of which the holding will reach, exceed or fall below a disclosure threshold.

Listed companies

Listed companies must publicly disclose notifications without undue delay and no later than at the start of trading the following day. The information is made available to the regulated market and the main communication media.

If the company has affirmative information on changes in voting shares or the number of shares that are subject to disclosure, the company must disclose such information even where the shareholder has failed to submit the appropriate notification.

Listed companies shall disclose the voting rights of shares and the total number of shares at the end of each calendar month during which a change in holdings has taken place. No separate disclosure, however, is necessary where the changes in holdings have been disclosed previously.

Companies requesting admission for listing

Under the disclosure provisions, a company requesting admission for listing must, in its listing particulars, publish the names of shareholders who, to the company's knowledge, either directly or indirectly hold a minimum of 1/20 of the company's shares, together with exact details of their holdings.

However, shareholder details may change in response to the offering made prior to listing. This means that there is no timely information on holdings in the market to compare subsequent notifications with. For this reason, the FSA recommends that companies disclose the required shareholder details in a stock exchange announcement after listing.

17 June 2009