As you may have seen in our recent newsletter, the Spanish Securities Market Commission (CNMV) has recently issued a new Circular 2/2013, regulating the content of the prospectuses and the KIID for Spanish collective investment schemes. However, it has also amended Circular 5/2007, which is of special relevance for foreign UCITS registered in Spain because it regulates the situations that trigger an obligation for these UCITS to file certain information with the CNMV as a relevant fact.
Formerly, all communications sent by foreign UCITS to their Spanish shareholders had to be filed with the CNMV as a relevant fact via CIFRADOC. Once filed through CIFRADOC, the communications were automatically published on the CNMV’s website. However, pursuant to the amendment to Circular 5/2007, such communications no longer have to be filed and published with the CNMV as relevant facts. From now on, only the following situations will require that the foreign UCITS file a relevant fact with the CNMV:
(i) Important events relating to collective investment schemes admitted for trading on a Spanish stock exchange.
(ii) The suspension and resumption of trading, subscription, or redemption of shares.
(iii) Relevant errors in the calculation of the NAV.
(iv) The Closure of the entity to new subscriptions.
(v) Any other extraordinary event with special relevance affecting the collective investment scheme.
As a result, please note that shareholder letters that do not pertain to any of the above subjects will not need to be filed. Regarding point (v), there is still no guidance or criteria as to which situations will be considered as “extraordinary” by the CNMV. Therefore, it may be advisable to consult on a case-by-case basis when it is uncertain as to whether any given event or shareholder letter is “extraordinary”.
Please note that the rule that Spanish investors have to receive the same information, by the same means, as investors in the home State of the foreign UCITS is still applicable (i.e., the foreign UCITS will still be required to send Spanish investors all communications it has to send to its national investors and also provide in Spain all the publications that are required in the home State). The amendment of Circular 5/2007 only relates to the filing of such information with the CNMV, but not to the sending of such information to Spanish investors.
In addition, this change only refers to the filing of relevant facts. Other filings (such as updates to documentation, the appointment of distributors, updates of the estimated marketing volume or the filing of share classes) are still required.