What must an issuer disclose on an ongoing basis, and how fast?

An issuer that acquires or disposes of its own shares, directly or through a person acting in its own name but on the issuer's behalf, must disclose the proportion of own shares it holds when that proportion reaches or exceeds 5% or 10% of the total voting rights on an acquisition, or reaches or falls below either level on a disposal. The proportion is calculated on the total number of voting shares, and the disclosure gives the whole own-share holding, not just the latest purchase. An issuer with 40 million voting shares that buys back 2.2 million, reaching 5.5%, must disclose; so must one whose holding later drops from 11% to 9%.

The deadline is the next trading day at the latest, and earlier if possible. A trading day is a day on which the regulated market where the share trades is open; CySEC publishes the trading calendar. The exam material says the next working day. Since 16 June 2017, when Law 56(I)/2017 came into force, the Law has counted trading days. The Transparency Directive allows up to four trading days, so Cyprus is stricter. A buy-back may also raise market abuse questions, and MAR has its own safe harbour for buy-back programmes: see What is market manipulation, and how is it detected and reported?

When its total number of voting rights or its capital has gone up or down during a calendar month, the issuer publishes the new totals at the end of that month. Holders use this figure as the denominator when they check whether they have crossed a notification threshold, so a new share issue or a buy-back can carry a holder across a threshold without any deal on its part.

When a holder notifies a major holding, the issuer must publish all the information in the notification promptly, and at the latest by the next trading day after receiving it. The exam material again says the next working day; since 16 June 2017 the Law has said the next trading day. The Directive allows three trading days. The holder's own deadline and the thresholds are explained in When must a holder of voting rights notify the issuer and CySEC?.

A share issuer must disclose immediately and without delay any change in the rights attached to its classes of shares, including changes in the rights attached to derivative securities it has issued that give access to its shares. An issuer of other securities must disclose immediately any change in the rights of their holders, including changes in their terms and conditions that could indirectly affect those rights, such as a change in loan terms or in interest rates. Two older duties ended on 8 April 2016: notifying draft amendments to the articles of association, and disclosing new loan issues.

For failures to disclose changes in rights, the issuer's administrative, management or supervisory bodies are presumed personally liable unless they prove that the breach was not due to their fault, wilful omission or negligence. The exam material states this presumption generally, after listing all the ongoing duties. The Law has never done so. From 2007 it covered changes in rights and new loan issues. Since 8 April 2016, when Law 35(I)/2016 deleted the new-loan duty, it has covered changes in rights only.

A breach of the own-share, holder-notice or changes-in-rights duties can lead to a public statement naming the person responsible and the breach, an order to stop and not repeat it, and a fine of up to €10,000,000 for a legal person or €2,000,000 for a natural person, or up to twice the profit gained or loss avoided where that can be determined, whichever is higher. Only the monthly total has a lower scale: CySEC may fine up to €85,000, or up to €170,000 for a repeated breach, depending on how serious it is.