Publication of takeover bids 1)
In accordance with section 32 (2), 4, section 32 (a) (1). Article 93 (2) and section 93 (3). 4, in the Act on securities trading, etc., cf. Law Order no. 795 of 20. August 2009 :
§ 1. For the purposes of this notice :
1) Take-over bids or offer :
2) Target Company :
3) Tenderer :
4) People who act in understanding with others :
§ 2. Inherit a share item in a company that has one or more shareholdings engaged in trade in a regulated market or an alternative marketplace, directly or indirectly to a transferor or to persons acting in an understanding with this, must : the transferee gives all shareholders ' shareholders the opportunity to dispose of their shares on identical conditions, if the transfer implies that the transferee achieves a dominant influence over the company, cf. Section 31 (1). 2-5, in the law on securities trading, etc.
Paragraph 2. The transferee shall be published as soon as possible and no later than four weeks after the acquisition, a tender document meeting the conditions laid down in section 5.
Paragraph 3. When converting convertible debt notes, cf. Chapter 10 of the corporate law, the use of drawing rights, options or warrants, etc. for shares must be acquired as soon as possible and no later than four weeks after the date on which the transferee may take advantage of voting rights, publish an invitation to tender ; meets the conditions laid down in section 5.
Paragraph 4. Acquisition of the acquisition of inheritance, gift, creditor pursuit, transfer within the same group or other similar groups shall not be subject to the obligation to provide services in paragraph 1. 1.
Paragraph 5. The lettor to submit an offer under paragraph 1. Paragraph 1 shall not apply where the transfer is the result of a voluntary offer to all shareholders to acquire all of their shares according to section 3.
Paragraph 6. The lettor to submit an offer under paragraph 1. Paragraph 1 shall not apply to securities retraders, credit institutions and investment firms acquiring shares as a result of a statement of assurance in respect of emissions or by means of an agreement with issuer or one or more shareholders ; resale of shares. The exception after 1. Act. is subject to a dispose of the stock within five days and that the voting rights in the period shall not be exercised or otherwise used to intervene in the management of the company.
§ 3. A tenderer who makes tenders without being covered by the obligation to tender in section 2 (2). 1, and no later than four weeks after publication of the decision on the presentation of an offer, see as soon as possible and within four weeks of its publication. Section 4 (4). 2, publish an Offering Document that meets the conditions in section 5.
§ 4. The recruiter of a controlling asset mail that triggers an obligation to tender in accordance with section 2 (2). 1, after the acquisition of the acquisition, a notice shall be published.
Paragraph 2. The tenderer shall immediately publish a notice of a decision on the submission of a voluntary offer covered by Section 3.
Paragraph 3. Publication pursuant to paragraph 1. 1 and 2 must be carried out via electronic media in such a way that the notification reaches the public in those countries where the stock market shares are available for trade in a regulated market or an alternative market place.
Paragraph 4. The tenderer must at the same time at the same time of the publication, paragraph 3, send the notification in accordance with paragraph 1. 1 or 2 for the Financial supervision and the regulated market or the alternative market space on which the shares are engaged in trade. The SEC is putting the message in its netlocation.
Paragraph 5. Immedie after publication of a notice in accordance with paragraph 1. 1 or 2 Ordering the central governing bodies of the meal and the transferee and the tenderer's or the tenderer's central management bodies or, if there are no such representatives, the employees ' representatives shall be directly charged.
Paragraph 6. Before giving notice of an offer covered by paragraph 1, 1 or 2, the transferor or tenderer must have ensured that he is fully capable of meeting any claim in the form of cash in the form of cash and, having taken all reasonable measures to ensure that any other form ; the service may be added.
Form of the offer and content
§ 5. A tender document must include information on the economic conditions of the offer and other terms and other information which may be considered necessary for the shareholders to provide a well-founded estimate of the tender. The tender must at least contain information on :
1) Name, address, and CVR no. at the target company.
2) Name and address of the tenderer, or if the tenderer is a company, such company, address, CVR no, registered office and organizational form, together with an overview of the persons or companies acting in an understanding with the tenderer or, where possible, with the target company and, if it is a matter of companies, their type, name and registered office, and their relationship with the tenderer and, where possible, to the target company.
3) The name and address of the person or company which, on behalf of the tenderer, prefaces the execution of the offering.
4) How much of the voting rights or the extent of the dominant influence that the tenderer has already acquired or possects other ways, including if not yet implemented handover agreements and the special conditions attached to them ; acquired voting rights or the determinant influence. Not yet implemented handover agreements include, inter alia, convertible debt letters, cf. Chapter 10 of corporate law, drawing rights, options and warrants, etc.
5) The motive, cf. section 9 as regards the obligation to tender.
6) The offered course, cf. section 8 as regards the obligation to tender.
7) The shares, the stock, or the stock market, the deal is the deal.
8) The compensation offered by the tenderer provides the shareholders and the calculation basis for the compensation, cf. § 344, paragraph. Two, in the corporate law.
9) How the offer is financed.
10) How the cash payment is admitted or-if shares are offered in another company-how to establish the exchange rate or, if a combination of cash payment and shares are offered, how the combination of cash payment and the exchange of shares shall be fixed.
11) The time of setting off will take place.
12) From which date shares are entitled to yield, and from which time the voting rights may be exercised if the compensation is stock.
13) The maximum and minimum quantity of shares expressed as a percentage or quantity by which the tenderer commits to the acquisition, cf. section 3 as far as voluntary tenders are concerned.
14) Any conditions associated with an offer, cf. section 10, including under what circumstances may be revoked.
15) The tendering period, cf. § 6.
16) The actions of the shareholders must be made to accept the offer.
17) Where and when the result of the tender will be published, including where and when it will be published, whether any conditions attached to the tender are met.
18) The tenderer's intentions with regard to the company ' s and, if applicable, the future company of the tendering company, including the continuation of trade in companies ' shares in a regulated market or an alternative marketplace, maintaining the market, jobs for staff and management, including any significant change in the terms of employment ; the tenderer must indicate to the tenderer's strategic plans for these companies and the likely impact on employment and the operating premises.
(19) Payment of the target company's funds after the takeover bid is carried out, cf. § 12.
20) Any agreements with others relating to the exercise of the voting rights attaching to the company ' s shares, if the tenderer is a party to or is aware of these agreements.
21) What national legislation regulates the agreements concluded between the tenderer and shareholders as a result of the tender, and the competent judicial authorities.
Paragraph 2. In addition to the provisions of paragraph 1, 1 stated information must be provided in the tender document, whether the shareholders who accept the offer are bound by this acceptance in the event of a competitive tender after Section 16.
Paragraph 3. If the tender meets the conditions laid down in section 2 (2), 5. The tender document must be stated in the tender document that the tenderer is not obliged to submit a compulsory obligation to submit a commitment if, on the basis of the voluntary offer, checks pursuant to section 31 (1). 1, in the Act on securities trading, etc.
Paragraph 4. Where substantial changes are made to the relevant information which cannot be considered to be a condition and which may be deemed necessary for the shareholders to be a well-founded estimate of the tender, the tenderer must publish a tender as soon as possible ; notification to this effect in section 4 (4). Three and a four, prescribed way.
§ 6. The tendering period shall be at least 4 weeks and maximum 10 weeks from the date of publication of the tender document, cf. however, section 15 (3). 3.
§ 7. The tenderer must treat all shareholders within the same stock class.
Paragraph 2. If the Tenderer or a person acting in understanding with this, after the tender document has been published and before the end of the tender period, agreements with shareholders or others relating to the purchase and sale of shares in the target company shall be subject to the sale of shares in the target company ; the tenderer at least elevates its offer to the other shareholders accordingly, if these shares are covered by the tender, and if the contracts are concluded in more favourable terms than those provided for by the tender document, the shareholders shall be provided.
Paragraph 3. Selects the tenderer that a takeover bids must also include convertible debt letters, cf. Chapter 10 of the company law, drawing rights, options or warrants, etc., shall apply the provisions of paragraph 1. 1 and 2 shall apply mutatis mutandis to these transferable securities.
Paragraph 4. Includes the quote convertible debt letters as referred to in paragraph 1. 3, the owners must be offered a price that guarantees them a proportionate and proportionate care. The award offered shall also ensure the owners of these securities a proportionate equal treatment in relation to the rate offered by shareholders of the company.
§ 8. The rate of the tender must be at least equal to the highest price to which the tenderer or persons acting in understanding with the Tenderer have paid for the already acquired shares in the six months preceding the submission of the tender.
Paragraph 2. The SEC may regulate the rate offered in accordance with paragraph 1. 1 up or down, if
1) the rate of the shares in question has been manipulated ;
2) the rate of general or, in the case in question, has been affected by exceptional events ;
3) the tender shall be made to save an emergency company,
4) the price fixing is an expression of circumvention of the principle of equal treatment, or
5) the rate of offer is significantly lower than the market rate.
Paragraph 3. Where the tenderer requests a change to the highest price according to paragraph 1. 2, the request shall be submitted to the Financial supervision immediately following the tenderer's publication in accordance with section 4 (4). One and three.
Paragraph 4. The SEC may, by fixing the tender shed in accordance with paragraph 1. 2 apply :
1) the highest rate for the tenderer has acquired shares in the 12 months preceding the tenderer's notice pursuant to Article 4 (2). 1 and 3,
2) the average rate of the 12 months preceding the tenderer's notice in accordance with section 4 (4). 1 and 3,
3) the value of the target company ' s cash value, or
4) other objective criteria.
Paragraph 5. If the target company has several share classes, a quote price must be set for each stock load. For the stock classes in which the tenderer has acquired shares, the principle of the highest rate is applied, cf. paragraph 1. Are all the shares engaged in trading in a regulated market or an alternative marketplace, set for share classes, where the tenderer has not acquired shares based on the exchange rates on a regulated market or an alternative marketplace, a quotation mark that is proportionate to the highest rate in the stock or share of shares in which the tenderer has acquired shares.
Paragraph 6. If one or more of several shares are included in trade in a regulated market or an alternative marketplace, the rate set for the non-absorbed stock classes in connection with a majority transfer shall not be more than 50%. higher than the course that is being offered to the minority shareholders.
Paragraph 7. A voluntary offer after Article 3 is not covered by the requirements of paragraph 1. 1-6.
§ 9. The tenderer may, as a mock in a dedicated offer covered by section 2, offer eligible shares, cash or a combination of them.
Paragraph 2. If the offer on a regulated market does not include the offer on the market, the offer must include cash as an option. In the case of a transfer of shares in a company engaged in trade in an alternative marketplace, the compensation may also consist of liquid shares admitted to trade in an alternative marketplace.
Paragraph 3. Notwithstanding paragraph 1 1 and 2, the tenderer must provide a compensation in cash, at least as an alternative, if the bidder or persons acting in understanding with the Tenderer for a period of six months prior to the submission of the tender and until the tender ; shall be closed for acceptance, against cash, obtained in shares representing at least 5%. of the voting rights in the target company.
Paragraph 4. A voluntary offer after Article 3 is not covered by the requirements of paragraph 1. 1-3.
§ 10. Conditions must not be attached to a takeover bids.
Paragraph 2. A voluntary offer after Article 3 is not covered by the requirement set out in paragraph 1. 1.
Agreements on bonuses or similar benefits and the payment of the funds ' s funds
§ 11. The tenderer or persons acting in understanding with the tenderer and the central management body of the target company must, from the time when the tenderer or persons acting in understanding with the tenderer, enter into negotiations with the target company, and pending the termination of the negotiations or a takeover bid, do not make any agreements or make changes to existing bonuses or similar benefits to the central management body of the target company.
§ 12. If the tenderer thinks that the target company is to make the payment of the Community funds, cf. § 179 (4) 1, in the company law, in the first 12 months following the implementation of the takeover offer, it must be reported in the tender document. The tenderer must at the same time indicate which payment is referred to, and the amount of the proposed payment.
Paragraph 2. Has the tenderer not informed of a intended disbursement in accordance with paragraph 1. 1, the tenderer may not allow the target company to make payments in the first 12 months after the implementation of the takeover offer, unless the payment of the company's funds is made on the basis of specific specific circumstances which improve the performance of the tender ; the financial situation of the company and which was not a calculator for the tenderer in the preparation of the tender document, cf. § 184, corporate law.
Publication of tenders and tenderers
§ 13. An offer covered by § § 2 and 3 shall be published on the one in paragraph 2. 4 mentioned ways before the second publication is permitted.
Paragraph 2. The tenderer must send the bidder document and an advertisement that mentions the Offering (Offering ad), to the Financial supervision. The SEC shall ensure, prior to publication, that the requirements for the tender document and the tender have been met.
Paragraph 3. The Offering Nonsee, cf. paragraph 2, must include information about the date of acceptance of the tender, a site where the tender document can be retrieved, and the shareholders may address the submission document to the submission document.
Paragraph 4. The tenderer shall immediately accept the approval of the Danish tender document and the offer for the tender, via electronic media, to publish the quotation to the public in such a way that the offer is made to the general public in those countries where : the stock market shares are available for trade in a regulated market or an alternative marketplace.
Paragraph 5. The tenderer must at the same time as publication, cf.. paragraph 4, send the offering nun to the regulated market or the alternative market place on which the shares of the target company are busy for trade, and to add the tender document to the site of the tender in the network. The SEC shall lay down the tender document and the tender nun in its network location.
Paragraph 6. When the tender is published, the tendering and tenderers ' s central management bodies shall submit the tender document to the representatives of their respective employees or, if there are no such representatives, directly to the workers.
Paragraph 7. The target company must send the quotation of the quotes to the named shareholders for the tenderer's tab.
Paragraph 8. No later than three days after the expiry of the tender period, the tenderer must publish the tenderer's results. Publication shall be carried out in section 4 (4). Three and a four, prescribed way.
Statement by the central management body of the target company
§ 14. The central management body of the target company shall compile a statement containing the tenement and justification of the central management body, including the position of the central executive body, of the consequences for all the undertaking, interests, in particular employment, and the Bidder's strategic plans for the target company and their likely impact on employment and the operating establishments referred to in the tender document, cf. Section 5 (5). 1, no. 18.
Paragraph 2. The central management body of the target company shall publish and submit the statement, cf. paragraph 1, on the one in section 4 (4), Three and a four, prescribed way. The statement shall be published before the end of the first half of the tender period, cf. § 6.
Paragraph 3. At the same time as publication of the statement, the central management body of the target company shall communicate its position, cf. paragraph 1 to the representatives of employees or, where there are no such representatives, directly to the workers. If the central management body of the target company receives a separate opinion from the employees ' representatives on the impact on employment, the central executive body of the target company shall immediately publish the opinion on it in section 4 (4). Three and a four, prescribed way.
Paragraph 4. At the end of the publication, the target company shall leave the statement in a network location.
Paragraph 5. The target party shall send the tender account to the names of the names of the following shareholders.
Amendment of the offering
§ 15. The tenderer may at any time until the end of the tender period, cf. section 6 and section 16 (4). 2, change the terms and conditions of the tender if there is an improvement of the offered terms and conditions. If the change occurs within the last two weeks in the tender period, the period of the tender shall be extended to expire 14 days after the date of publication of the revised offer.
Paragraph 2. The tenderer may extend the fixed tender period with at least 14 days at a time. However, the total tender period may not be more than 10 weeks from the date of publication of the tender document.
Paragraph 3. The tenderer may extend the quotation period over the 10 weeks from the date of the tender document publication, cf. § 6, 4 weeks at a time, however, not over four months from the tender document's publication, with a view to the approval of the competition authority.
Paragraph 4. The tenderer may waibe or reduce the conditions laid down, cf. Section 5 (5). 1, no. Fourteen, and section 10, in compliance with paragraph 1. 1 if the possibility of this is specified in the original tender document.
Paragraph 5. The tenderer must prepare an addendum to the tender document to be published as specified in section 13.
Paragraph 6. The central management body of the target company shall be required to make changes in accordance with paragraph 1. 1 or 4 publish an additional account of the shareholders ' shareholders of the amendments. The statement must be published before the end of half of the remaining period of the term or, if the remaining tenure period represents 14 days or less, within 7 days of the publication of the change document. Publication of the additional statement shall be made as specified in section 14.
Paragraph 7. For the tender covered by paragraph 1, 1 shall have the same improved conditions contained in the change document which are already accepted by shareholders who have already accepted the original tender from the Tenderer.
§ 16. A competitive offer shall be made before the end of the period of the tender, for the tender already available, where the tender period expires no later than. In addition, the provisions of this notice shall apply mutatis mutable to competing offers.
Paragraph 2. Revoking the original tenderer not its tender, the tender period of the initial tender is automatically extended to the end of the tender period of the competing tender. This automatic extension of the original tender period shall be published as provided for in section 13.
Languessprog, competence, legislative and delegation
§ 17. Documents required to be drawn up pursuant to this notice shall be replaced by the following in Danish.
§ 18. The SEC shall supervise tenders where the target company has its registered office in this country or in a country outside the European Union, which the Community has not concluded in the financial sphere, the stock of which is the shares of the Community, engaged in trade in a regulated market here in the country. In addition, the Financial supervision of the market is supervising offers, where the stock market shares are available for trade in an alternative marketplace.
Paragraph 2. The supervision of the financial supervision shall supervise offers if the stock market shares are available for trade in a regulated market in this country, and where the stock market shares are not available for trade in a regulated market in the country in which the target company has its own shares ; registered office of association. If the shares of the target company are both engaged in trade in a regulated market in this country and on a regulated market in another country within the European Union or countries concluded by the Community in the area of the financial sphere, Financial supervision of offers if the shares were first made available to trade in this country.
Paragraph 3. If, at the same time, the shares of the target company are admitted for the first time on regulated markets in this country and one or more countries within the European Union or countries concluded by the Community in the area of the financial sphere, the target company determine which of the authorities responsible for overseeing the tender and to inform these regulated markets, the Financial Supervisory Authority and the supervisory authorities of other countries on the first trading day.
Paragraph 4. If the stock market shares are already available for trade in a regulated market in this country and on a regulated market in one or more countries within the European Union or countries concluded by the Community in the area of the financial sphere, in the event of the entry into force of this notice and taken at the same time, the target company shall determine the first trading day, which of the authorities responsible for monitoring the tender, where the supervisory authorities have not decided on the matter ; within four weeks of its entry into force.
Paragraph 5. The target company must publish its decision as soon as possible in accordance with paragraph 1. 3 and 4. The publication shall be made in accordance with section 4 (4). 3.
§ 19. In the cases referred to in section 18 (1). 1, the takeover bids shall be treated in accordance with Danish rules.
Paragraph 2. In the cases referred to in section 18 (1). 2-4, where the Financial supervision is the competent authority, questions relating to the compensation offered in the context of an offer, including in particular the price, and questions relating to the procedure for the tender, in particular information on the tenderer's decision to make an offer, the content of the tender document and the publication of the tender, in accordance with the Danish rules.
Paragraph 3. By way of derogation from paragraph 18, paragraph 2-4, questions relating to the notification of the staff of the target company, the attainment of checks and the possible derogations from the obligation to make an offer of the supervisory authority in the country of the European Union or country, as appropriate ; The Community has concluded an agreement on the financial area in which the target company has its registered office, in accordance with the rules of this country.
Pensation and penalty provisions
20. The Financial supervision may, in specific cases, dispensers from section 2 (2). 1, 2, and paragraph 1. SIX, TWO. pkt., section 3, section 6, section 9 (4). 2 and 3, section 10 (4). Paragraph 13, paragraph 13. 8, 1. pkt., section 14 (4). TWO, TWO. pkt., section 15, paragraph 1. One-three, and paragraph 16, paragraph 16. 1.
§ 21. The withdrawal of section 2 (2). 1-3, section 3, 7, section 8, paragraph 8. 1, 5 and 6, section 9 (4). TWO, ONE. pkt., and paragraph. 3, section 10 (4). 1, section 11, section 12, paragraph 12. Paragraph 1, section 13, section 14, section 15, section 15. Five-seven, paragraph 16, paragraph 16. TWO, TWO. pkt., section 17, and section 18 (1). Five punishable by fine.
Paragraph 2. may be imposed on companies and so on. (legal persons) punishable by the rules of the penal code 5. Chapter, cf. law on securities trading, etc. § 93, paragraph. 5.
Entry into force
§ 22. The announcement shall enter into force on the 15th. March, 2010.
Paragraph 2. At the same time, notice No 947 of 23. September 2008 on takeover bids.
Financial supervision, 10. March 2010
-Hanne Yell Larsen
1) The commotion contains provisions that implement parts of Directive 2004 /25/EC of the European Parliament and of the Council of 21. April 2004 on takeover bids (EU Official Journal 2004, L 142, p. 12).