Issuer Limit Rules: Explained
What are the Issuer Limit Rules?
Which ones apply/ which ones do we pick?
Firstly, you must accept any new updated versions and then deactivate them as required.
Rules must be selected on the following basis and depending on your needs:
- In total, only four rules should be activated within your environment at any given time on the following basis: two sets of rules selected from each set (a) legal structure and (b) voting structure as set out above.
- The subset of rules that you select within each structure depends on what level of aggregation you require:
- AllEntities: this means that the rules will aggregate all portfolios up to a specific sub-entity and trigger a disclosure based on all the assets of the sub-entity child portfolios. Further, should there be a Top Level Company as the ultimate parent, the rule will also trigger a disclosure based on the aggregate holdings across all portfolios.
- AllEntitiesAndPortfolio: this means that the rules will trigger disclosures on both sub-entities and a Top Level Company, but in contrast to the "All Entities" level, a disclosure on each individual portfolio is possible here as well. So, this is a combination of "Portfolio" and "All Entities".
For further information regarding aggregation within Rapptr please see our articles on Aggregation in our Help Centre.
How can we change an issuer to be included to run on the voting structure rules?
French issuers:
In regard to whether issuer imposed thresholds in France should apply to aggregated calculations of where one holds a) either management or voting power, or b) just voting power alone, it depends on references in the issuer's articles of association. If a specific issuer's articles of association include a note that the rules applicable for the calculation of the additional thresholds are the same as those set out in Article L.233-7 et seq. of the French Commercial Code (or similar reference to this law), then FundApps will ensure that the calculations apply where only voting rights are held, since this is the standard under the code as referenced earlier. In the absence of such a reference, we have no specific legal guidance and conservatively calculate in the "legal" tree (representing where either management or voting power is held).
If you know of an issuer that is not set to run solely on the voting tree, contact Support with evidence from the issuer's articles of association containing the references as noted in the above standard. We will review such information and assess whether the change can be made. Since articles of association are not likely to change for an issuer, we would consider that any decision they make about how they want their assets aggregated would apply equally across the board.
Belgian issuers:
For Belgium, if companies add additional thresholds in their articles of association, they are assessed against the same aggregation criteria as the statutory rules (implemented Amended Transparency Directive) which is where one has power over the voting rights.
Other countries:
Without specific regulatory guidance, any other issuer imposed thresholds will apply to where either management or voting power is held.
How can we tell which issuers are included?
Our lists of issuers with limits and the lists which define how the rules operate are maintained in our Value Sets page. We store these lists in the Value Sets page (Main Menu > Value Sets) and the relevant value sets are as follows:
- IssuerLimits: contains the companies' names with their associated threshold values that trigger a disclosure requirement.
- IssuersWithLimits: contains the companies' names and matches to the ISIN of their instruments.
- IssuerLimitsAggregation: contains the name of the issuer and defines whether it should run on the voting structure set of issuer limit rules (IssuerLimitsVotingTree), or on the legal structure set of issuer limit rules (IssuerLimitsLegalTree).
Issuer limits for Belgian issuers are covered within the Major: Belgium rules - if an issuer triggers under both the Major: Belgium rules and the Issuer Limits rules, only the Major: Belgium disclosure should be considered.