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guide, the new Guide also includes important examples to determine
whether information should be considered as inside information.
Disclosure of the Inside Information
A clarification is made to address the ambiguous criteria for “sig-
nificant shareholder” in the former communiqué. When the inside
information is learned by shareholders other than issuer, such share-
holders holding at least 10% of the voting rights or share-capital, or
privileged shares which give the right to determine or to nominate
board members will be deemed to have significant shareholding and
thus be required to disclose inside information. However, if these
shareholders have a confidentiality obligation not to disclose such
information, there will be no need for disclosure. In this regard, it is
noteworthy to consider making amendments in issuer’s articles of
association to include confidentiality obligation.
Those significant changes related to issuer’s parent and affiliate
companies’ operations, financial structure and management/capital
relations that were advised to be disclosed in the old guide are also
incorporated in the Communiqué as material events to be disclosed.
Delaying Disclosure of Inside Information
In comparison to the former communiqué that only allowed the
issuer to delay disclosing inside information, the Communiqué grants
this right to the significant shareholders.
List of Persons with Access to Inside Information (“Insiders
List”)
Just like the former communiqué, the persons whose names are
written on Insiders List are supposed to be warned about the obligation
to keep insider information secret and a written notification as to the
sanctions if the obligation is violated must be communicated.
The Guide regulates the new content of the Insiders List. The list
shall contain information about each person if there are special reasons
as to why should be reported in the list, the start and end dates of the
employment, the last date such information was updated. In the event
of a public offering, the information contained in the Insiders List has
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NEWSLETTER 2014