Module II· Valuation — Regional NotesIntermediate
Question
What are the key securities-regulator disclosure rules a banker must know?
Answer
Mechanics
The securities regulator governs capital-markets compliance. The most important disclosure rules:
- Major-shareholding notifications: crossing the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 75% of voting rights must be reported within 4 trading days.
- Ad-hoc disclosure: price-sensitive information must be published without delay. Self-exemptions are possible (e.g. an ongoing M&A process).
- Mandatory offer: crossing the 30% threshold triggers a mandatory offer to all shareholders.
- Market abuse regulation: insider trading, market manipulation, directors' dealings.
- Prospectus rules: required for public offers above a threshold (here about $8m). Valuation relevance: in stake-building strategies, know the thresholds — "creeping up" toward the 25% mark before a public offer (a classic hedge-fund tactic).
Deep diveShow more details
Pitch tip
"Cash-settled total-return swaps / equity swaps can sidestep the stake-build disclosure problem — but the insider-trading (market-abuse) risk remains. Regulators have tended toward stricter interpretation since 2018."