Disclosure obligations of issuers and major shareholding notifications

Issuers of securities are regulated entities on the basis of Article 2(2) of Act No. 87/1998 on the Official Supervision of Financial Activities and are therefore supervised by the Financial Supervisory Authority of the Central Bank of Iceland (FSA), but not in the same way as parties engaged in licensed operations. The issuance of securities is subject to various legal requirements, which the Financial Supervisory Authority monitors to ensure they are fulfilled by the issuers. Laws and regulations also impose various obligations on issuers to ensure the equal treatment of investors and their equal access to information.

Disclosure obligations of the issuer

The issuer of securities shall disclose to the public in the European Economic Area the information stipulated in Act no. 20/2021 on the disclosure obligation and major shareholding notification requirements as soon as possible and on a non-discriminatory basis. Parties should therefore all have the same information.

The information in question is, inter alia, information that is included in the issuer’s regular information (e.g. publication of annual accounts, interim financial statements) as well as other information that the issuer must provide and is specified in the law. In addition, the issuer shall similarly publish changes in major proportions of voting rights, the so-called major shareholding notifications. But the party that is obliged to notify must send a notification to the relevant issuer and the Financial Supervisory Authority within the specified deadline.

With Act no. 20/2021, the deadlines for sending notifications were extended, but after the change, an investor who is required to notify should send the issuer a notification as soon as possible, but no later than four business days after the obligation arises. The issuer shall publish major shareholding notification as soon as possible, but no later than three business days after the notification is received by the issuer.

Act no. 20/2021 also imposes an obligation on issuers to publish their annual accounts in a European single electronic format, cf. Article 6 of the Act. The first submission is based on the financial year beginning on 1 January 2021.

For details see Act no. 20/2021 on the disclosure obligation of issuers of securities and major shareholding notification requirements, Regulation no. 1267/2021 on the provision of information and notification obligations and rules no. 1470/2021 of the Central Bank of Iceland.