On 27 March 2020, the European Securities and Markets Authority (ESMA) issued a statement on the implication of the COVID-19 pandemic on the deadlines for publishing financial reports which apply to listed issuers under the Transparency Directive (TD).
In the statement ESMA notes that issuers maybe prevented from fulfilling their reporting requirements due to COVID-19, and therefore it expects Member State national competent authorities (NCAs) during this period not to prioritise supervisory actions against issuers in respect of the upcoming deadlines set out in the TD regarding:
- annual financial reports referring to a year-end occurring on or after 31 December 2019 but before 1 April 2020 for a period of two months following the TD deadline; and
- half-yearly financial reports referring to a reporting period ending on or after 31 December 2019 but before 1 April 2020 for a period of one month following the TD deadline.
ESMA also encourages NCAs to generally apply a risk-based approach in the exercise of supervisory powers in their day-to-day enforcement of applicable legislation in the area of the TD concerning the publication deadline of financial reports.
However, where issuers reasonably anticipate that publication of their financial reports will be delayed beyond the deadline set out in national laws transposing the TD, they are expected to inform their NCA of this and inform the market of the delay, the reasons for such delay and to the extent possible the estimated publication date.
ESMA reminds issuers that they continue to be subject to the disclosure obligations laid down in Article 17 of the Market Abuse Regulation. In particular, issuers must continue to inform the market as soon as possible of any inside information that directly concerns them.