Issuers and Securities (Εκδότες και Κινητές Αξίες)
Scope
The exam tests the EU Prospectus Regulation (EU) 2017/1129, the Transparency Directive, major holdings, takeover bids and shareholder-rights rules as applied to issuers whose securities are admitted to a Cyprus regulated market.
Prospectus and admission
A prospectus approved by CySEC is required for a public offer of securities or admission to trading on a regulated market, unless an exemption applies. The Prospectus Regulation is directly applicable; Cyprus supplements it through national law. Exemptions include offers below the EU de minimis (€1m over 12 months) and certain national thresholds (up to €8m), as well as offers to qualified investors, fewer than 150 persons per EEA state, or a minimum denomination of €100,000. The prospectus must contain risk factors, a summary, and incorporate documents by reference; it is valid for 12 months and can be passported.
Transparency and major holdings
Issuers must publish annual financial reports within four months of year-end and half-year reports within three months. Investors must notify the issuer and CySEC when holdings cross 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of voting rights, including certain financial instruments. Notification is due within four trading days; the issuer publishes within three trading days.
Takeover bids and governance
A mandatory bid is triggered when a person acquires control (usually 30% of voting rights) in a Cyprus-listed company, at an equitable price. The board must act in the company's interest and not frustrate a bid without shareholder approval. Shareholder Rights Directive II requires say-on-pay votes, related-party transaction approval and engagement disclosures.
Worked example
An investor's stake rises from 4.8% to 5.2% in a Cyprus-listed issuer. Because the 5% threshold is crossed, the investor must notify the issuer and CySEC within four trading days. The issuer must then publish the notification within three trading days. If the investor trades further before complying, it risks sanctions and possible suspension of voting rights.
Traps
A prospectus exemption does not remove liability for misleading statements. The 12-month validity is not indefinite. Major holdings include indirect and certain derivative positions, not only direct shares. Control for takeover purposes is not necessarily 50%.