SEBON Publishes Concept Paper on Advance Disclosure of Share Sales by Promoters

The Securities Board of Nepal (SEBON) has published a concept paper on the requirement for substantial shareholders of companies listed on the Nepal Stock Exchange (NEPSE) to provide advance notice before selling a significant portion of their shares. The concept paper, titled “Concept Paper on the Requirement for Substantial Shareholders of Companies Listed on Nepal Stock Exchange Limited to Provide Advance Notice to the Securities Market Before Selling Shares, Its Rationale, International Practices and Proposed Regulatory Framework, 2083,” was made public on Ashwin 7, 2083. SEBON said it had issued a directive on Bhadra 9, 2083, requiring any substantial shareholder of a NEPSE-listed company intending to sell 5% or more of their shareholding to notify the concerned company at least 15 days before the proposed sale. The company is required to arrange for the information to be publicly disclosed through NEPSE. SEBON issued the directive under the authority granted by Section 84(1) of the Securities Act, 2063, with the objective of strengthening market surveillance, protecting investors and promoting orderly securities trading. According to SEBON, the advance disclosure mechanism is intended to ensure equal access to information among investors and enable them to make informed investment decisions. The regulator said the arrangement would also help the market anticipate potential supply, identify unusual price movements and strengthen surveillance of possible securities-related offences and market abuse. The newly published concept paper aims to provide greater clarity to stakeholders regarding the rationale behind the advance-notice requirement, international practices and the proposed regulatory framework. SEBON said the advance disclosure provision is expected to increase market transparency and strengthen regulatory oversight through more effective risk-based market surveillance. The regulator also expects the measure to help manage unusual price fluctuations and selling pressure that could arise from large-volume share sales, thereby contributing to the protection of small investors. SEBON said the framework would ultimately support fairness, market integrity, accountability and investor confidence in Nepal's securities market. https://sebon.gov.np/uploads/2026/09/23/XZ2PIQSc3ex13WQTrjDDYja6VCu03AhRuMyCMiLQ.pdf