Commission Directive 2007/14/ECShow full title

Article 11 Types of financial instruments that result in an entitlement to acquire, on the holder’s own initiative alone, shares to which voting rights are attached(Article 13(1) of Directive 2004/109/EC)

1. For the purposes of Article 13(1) of Directive 2004/109/EC, transferable securities; and options, futures, swaps, forward rate agreements and any other derivative contracts, as referred to in Section C of Annex I of Directive 2004/39/EC, shall be considered to be financial instruments, provided that they result in an entitlement to acquire, on the holder's own initiative alone, under a formal agreement, shares to which voting rights are attached, already issued, of an issuer whose shares are admitted to trading on a regulated market.

The instrument holder must enjoy, on maturity, either the unconditional right to acquire the underlying shares or the discretion as to his right to acquire such shares or not.

A formal agreement means an agreement which is binding under the applicable law.

2. For the purposes of Article 13(1) of Directive 2004/109/EC, the holder shall aggregate and notify all financial instruments within the meaning of paragraph 1 relating to the same underlying issuer.

3. The notification required under Article 13(1) of Directive 2004/109/EC shall include the following information:

(a) the resulting situation in terms of voting rights;

(b) if applicable, the chain of controlled undertakings through which financial instruments are effectively held;

(c) the date on which the threshold was reached or crossed;

(d) for instruments with an exercise period, an indication of the date or time period where shares will or can be acquired, if applicable;

(e) date of maturity or expiration of the instrument;

(f) identity of the holder;

(g) name of the underlying issuer.

For the purposes of point (a), the percentage of voting rights shall be calculated by reference to the total number of voting rights and capital as last disclosed by the issuer under Article 15 of Directive 2004/109/EC.

4. The notification period shall be the same as laid down in Article 12(2) of Directive 2004/109/EC and the related implementing provisions.

5. The notification shall be made to the issuer of the underlying share and to the competent authority of the home Member States of such issuer.

If a financial instrument relates to more than one underlying share, a separate notification shall be made to each issuer of the underlying shares.