FINANCIAL COMMUNICATION: FRAMEWORK AND PRACTICES - 2019 EDITION

138 intermediary. In the second case (which is more common), more exhaustive and accurate identification of the company’s shareholders is not easily obtained. However, several sources of information remain available to the issuer: n trading data: these data may be based on the analysis of the identifiable bearer shares requested by the issuer from Euroclear, the central clearing agency, at a particular period‑end, and which may be exhaustive or limited by thresholds governing the number of shares held by the ultimate shareholders or the financial intermediaries interviewed. Another available source of information is service providers, who may allow a company to understand more about its shareholder base using public information and/or specific surveys conducted with institutional investors (shareholder identification); n regulatory and statutory data: the law provides companies with various possibilities for identifying their shareholders, such as through disclosures of upward or downward crossings of statutory and legal thresholds, as well as registration of shares, as mentioned above; n empirical data: companies must exploit every opportunity to improve their familiarity with their shareholders, including through feedback after roadshows, analysis of proxies collected at shareholders’ meetings, information received directly from investors at events such as one-on-one meetings, etc. Listed companies should use a combination of these various tools to obtain a more detailed understanding of the composition of and changes to their free float (the proportion of share capital of a publicly-held company) and to gain a clear picture of the composition of and changes to their shareholder base. However, the proliferation of trading platforms that are not legally obliged to provide the same information as regulated platforms, and the significant increase in high frequency trading, render shareholder identification difficult. The information obtained in this way is never totally exact, however it provides the most detailed picture possible of the shareholder base at any given time. The frequency of these analyses will depend on the situation of each issuer. For example, a large free float and a highly volatile share could demand multiple analyses over the course of the year. Directive (EU) 2017/828 of May 17, 2017 on shareholder rights upholds the right of all listed companies to know the identity of their shareholders. The French PACTE law, which transposes the EU Directive into French law, provides for 183 : n the removal of the requirement for companies whose securities are authorised to trade on a regulated market, to provide for an identifiable bearer share procedure in their articles of association. Accordingly, the identifiable bearer share option will be automatically available to all such companies; n a more flexible identifiable bearer share procedure: requests may be made by a representative and may be sent to multiple intermediaries (rather than only to the central securities custodian initially, as was previously the case), information transmission and response times, as well as the list of information, are set by decree 184 ; n the extension of the identifiable bearer share procedure, which currently applies to holders of shares, bonds and units in UCITS, to negotiable debt securities. 183 – Article L. 228-2 of the French Commercial Code. 184 – This directive is the subject of Commission Implementing Regulation (EU) 2018/1212 of September 3, 2018 laying down minimum requirements for implementing the provisions of the Directive on shareholders rights. In this regard, the Implementing Regulation sets minimum requirements as regards the time-frames of transmission and types of information for transmission relative to the request to disclose shareholder identity and the response to be transmitted.