Ordinance On Prospectuses For Securities Admitted To Trading On A Regulated Market, And By Public Offer Of Securities Of 5 Million Euro

Original Language Title: Bekendtgørelse om prospekter for værdipapirer, der optages til handel på et reguleret marked, og ved offentlige udbud af værdipapirer over 5.000.000 euro

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Overview (table of contents)



Chapter 1



Scope, etc.





Chapter 2



Exemptions from the obligation to publish a prospectus





Chapter 3



Prospectus format and content





Chapter 4



Omission of information in the prospectus





Chapter 5



The validity of the





Chapter 6



Publication of the prospectus





Chapter 7



Advertising





Chapter 8



Language





Chapter 9



Cross-border offers and admission to trading





Chapter 10



Transitional provisions





Chapter 11



Criminal provisions





Chapter 12



Entry into force of the



The full text of the Ordinance on prospectuses for securities admitted to trading on a regulated market, and by public offer of securities over 5 million euro1)

Under section 23, paragraph 7 and 8, section 24, paragraph 2, and section 93, paragraphs 4 and 5, of the law on securities trading, etc., see. lovbekendtgørelse nr. 883 of 9. August 2011, fixed: Chapter 1 scope etc.

§ 1. The rules of this order shall apply to the securities referred to in article 2, paragraph 1, of the law on securities trading, etc., with the exception of those referred to in article 23, paragraph 4, said securities when securities sought admitted to trading on a regulated market and by public offer of securities of 5 million euro.

§ 2. By qualified investors for the purposes of this Decree: individuals or entities that are described in annex II, section I, point 1. 1-4 of the European Parliament and of the Council Directive 2004/39/EC of 21. April 2004 on markets in financial instruments, and persons or entities that request to be treated as professional clients in accordance with annex II to Directive 2004/39/EC, or recognised as eligible counterparties in accordance with article 24 of Directive 2004/39/EC, unless they have asked to be treated as non-professional customers. Investment firms and credit institutions shall communicate on request their ratings to the issuer, subject to the relevant data protection legislation. Investment firms authorised to continue considering existing Professional clients as such in accordance with article 71, paragraph 6, of Directive 2004/39/EC can treat such customers as qualified investors within the meaning of this Ordinance.

§ 3. By small and medium-sized enterprises within the meaning of this Ordinance companies that, according to the most recent annual or consolidated accounts meets at least two of the following three criteria: 1) an average number of full-time staff employed during the financial year of less than 250.

2) A balance sheet total of less than 43 million euro.

3) an annual net turnover of less than EUR 50 million.

§ 4. By the issuer for the purposes of this Ordinance a legal entity which issues or offers to issue securities.

§ 5. By-providing personal or provider for the purposes of this Ordinance a natural or legal person that offers securities to the public.

§ 6. By offering programme for the purposes of this Ordinance an application that allows the issuance of securities of non-equity securities referred to in article 6. section 2 (a), paragraph 2, of the law on securities trading, etc., of a similar type and/or class, in a continuous or repeated manner during a specified issuing period, including warrants in any form.

§ 7. By securities issued in a continuous or repeated manner, for the purposes of this Ordinance more consecutive issues or at least two separate issues of securities of a similar type and/or class within a period of 12 months.

§ 8. By country of origin for the purposes of this order: 1) For all issuers of securities in a country within the European Union or a country with which the Union has entered into an agreement on the financial area, the country within the European Union or the country in which the Union has entered into an agreement in the financial field, where the issuer has its registered office, if the issuer not covered by the No. 2.2) For all issuers of securities non-equity securities referred to in article 6. section 2 (a), paragraph 2, of the law on securities trading, etc., and a) if nominal per securities amounts to at least EUR 1,000, or b) which gives the right to acquire any transferable securities or to receive a cash amount, as a result of that they are converted or of the rights they confer, is exercised, provided that the issuer of the securities is not the issuer of the underlying securities or an entity belonging to the same group as the latter issue, the country within the European Union or the country in which the Union has entered into an agreement in the financial field, where the issuer has its registered office, or where the securities were to or to be admitted to trading on a regulated market of securities, or where the securities are offered to the public.

3) For all issuers of securities, which have their registered office in a country outside the European Union or a country with which the Union has entered into an agreement on the financial area not covered by nr. 2, the country within the European Union or the country in which the Union has entered into an agreement in the financial field, where the securities are to be offered to the public as intended for the first time after 31 December 2006. December 2003, or where the first application for admission to trading on a regulated market of securities are submitted.

(2). Choice of home Member State, without prejudice. (1). 2 and 3, respectively, shall be taken by the issuer, offeror or person asking for admission to trading.

(3). If the choice of home Member State, without prejudice. (1). 3, was not intended by the issuer, the offeror or the person asking for the admission of securities to trading for the first time in which the securities were offered to the public or admitted to trading, they can make this election subsequently.

§ 9. By the host country for the purposes of this Ordinance the country within the European Union, or the country in which the Union has entered into an agreement on the financial area, which made an offer to the public or admission to trading, when this is different from the home Member State.

§ 10. At the base prospectus for the purposes of this Ordinance a document containing all relevant information concerning the issuer and the securities offered to the public or admitted to trading on a regulated market of securities, and in accordance with the issuer's election the final terms of the offering.

§ 11. Key information for the purposes of this Ordinance by the essential and appropriate structured information, which must be made available to investors in order to enable them to understand the nature and risks associated with issuers, guarantors, as well as the securities offered or admitted to trading on a regulated market, as well as to, without prejudice to the provisions of section 16 (3), no. 2), to decide which offered securities which are taken up for further consideration. On the basis of the offer and the securities in question contains key information on the following elements: 1) A brief description of the risks and the most important relationship in the context of the issuer and any guarantors, including assets, liabilities and financial position.

2) A brief description of the risks and important conditions in connection with the investment in the relevant securities, including rights related to the securities.

3) The General conditions, including the estimated cost, as the investor shall be imposed by the issuer or provider.

4) details of admission to trading.

5) causes of supply and the use of proceeds.

§ 12. By the company of limited market value for the purposes of this Ordinance a company are admitted to trading on a regulated market and had an average market value of less than EUR 100 million based on market capitalisation at the end of the year in the previous three calendar years.

Chapter 2 Exemptions from the obligation to publish a prospectus section 13. The obligation to publish a prospectus in accordance with sections 23 and 24 of the law on securities trading, etc. shall not apply to the following procedures: 1) supply of securities, exclusively addressed to qualified investors, without prejudice. § 2.

2) offer of securities addressed to fewer than 150 natural or legal persons by country within the European Union or by country, as the Union has entered into an agreement on financial matters, which are not qualified investors, without prejudice. § 2.

3) offer of securities addressed to investors who acquire securities for a total of at least 100,000 euro per investor, for each separate offer.

4) offer of securities whose denomination per securities amounts to at least EUR 100,000.

(2). Any resale of securities which were previously the subject of one or more of the forms referred to in paragraph 1, for the provision, must be considered to be a separate supply, and it must be determined whether the resale is an offer of securities to the public, where there is an obligation to publish a prospectus.


(3). The obligation to publish a prospectus in accordance with sections 23 and 24 of the law on securities trading, etc., should not apply to resales of securities or final placement of securities through financial intermediaries, when there is a valid prospectus in accordance with §§ 22-24, and the issuer or the person responsible for the preparation of this prospectus, on the basis of a written agreement declares itself in agreement with the use thereof.

§ 14. The obligation to publish a prospectus in accordance with sections 23 and 24 of the law on securities trading, etc. shall not apply to the offer to the public of the following securities: 1) Shares issued for the purpose of exchange of shares of the same class already issued, if the issuing of the new shares does not involve any increase in the issued share capital.

2) securities offered in connection with a takeover bid, provided that a document containing information corresponding to that of the prospectus.

3) securities offered, allotted or to be allotted in connection with a merger or Division of a business, provided that a document containing information corresponding to that of the prospectus.

4) Dividend paid to existing shareholders in the form of shares of the same class as the shares in, if given access to a document containing information on the number and class of shares as well as the causes and the circumstances of the transaction.

5) securities offered, allotted or to be allotted to existing or former members, respectively, of the Board of Directors, supervisory board or employees of the issuer or a consolidated company, see. § 5 (1) (8). 9 of the law on financial business. This presupposes that the securities offered, allotted or to be allotted by the issuing company, as well as the company's head office or registered office in The European Union or of one or more countries with which the Union has entered into an agreement on financial matters, and provides access to a document containing information on the number and class of the Securities and the reasons for and details of the offer.

6) (1). 5 also applies to a company established outside the European Union, whose shares are admitted to trading on a regulated market or on either a market in a third country. In the latter case, there exist sufficient information, including it in paragraph 1, no. 5 document referred to in a language that is commonly found in international financial circles, and that the Commission should have taken an equivalence decision concerning the market of the third country concerned.

§ 15. The obligation to publish a prospectus in accordance with sections 23 and 24 of the law on securities trading, etc. shall not apply to the admission to trading of the following securities: 1) shares and units in collective investment schemes, which over a period of 12 months are less than 10% of the number of shares or units in collective investment schemes of the same class already admitted to trading on the same regulated market.

2) shares issued for the purpose of exchange of shares of the same class have already been admitted to trading on the same regulated market, if the issuing of the new shares does not involve any increase in the issued share capital.

3) securities offered in connection with a takeover bid, provided that a document containing information corresponding to that of the prospectus.

4) securities offered, allotted or to be allotted in connection with a merger or Division of a business, provided that a document containing information corresponding to that of the prospectus.

5) shares offered, allotted or to be allotted free of charge to existing shareholders, and dividends paid out in the form of shares of the same class as the shares, provided that the said shares are of the same class as the shares already admitted to trading on the same regulated market and provide shareholders access to a document that contains information about the number and class of shares as well as the causes and the circumstances of the supply.

6) securities offered, allotted or to be allotted to existing or former members, respectively, of the Board of Directors, supervisory board or employees of the issuer or a consolidated company, see. § 5 (1) (8). 9 of the law on financial business. This assumes that the securities offered, allotted or to be allotted by the issuing company that the securities in question are of the same class as the securities already admitted to trading on the same regulated market, as well as to the provision of the above-mentioned people access to a document that contains information about the number and class of the Securities and the reasons for the circumstances of the supply.

7) Shares issued by Exchange of other securities or as a result of the exercise of rights under other securities, provided that the said shares are of the same class as the shares already admitted to trading on the same regulated market.

(2). The obligation to publish a prospectus in accordance with sections 23 and 24 of the law on securities trading, etc. shall not apply for admission to trading on a regulated market of securities have already been admitted to trading on another regulated market, when the following conditions are met: 1) the securities or the securities of the same class, have been admitted to trading on that other regulated market for more than 18 months.

2) Prospectus for securities, who was first admitted to trading on that other regulated market for 1. July 2005, approved and made available to the public in accordance with article 14 of Directive 2003/71/EC with the changes brought about by Directive 2010/73/EC on the prospectus to be published when securities are offered to the public or admitted to trading.

3) Prospectus for securities which were admitted to trading for the first time after 30 June. June 1983, but before the 1. July 2005, approved in accordance with the requirements of Directive 80/390/EEC coordinating the requirements for the drawing, control, and distribution of the prospectus to be published for admission of securities to official listing on a stock exchange or Directive 2001/34/EC on the conditions for admission to official listing on a stock exchange as well as the information to be published on those securities.

4) fixed liabilities related to trading on that other regulated market have been fulfilled.

5), the person requesting to get admitted to a security to trading on a regulated market in Denmark, referring to paragraph 2, it shall draw up a summary made available to the public on the Danish pursuant to Chapter 6.

6) the contents of the summary, see. Nr. 5, must be in accordance with section 16, paragraph 3. The document should also indicate where the most recent prospectus can be obtained and where the financial information that the issuer has published, in accordance with his permanent accountability exists.

Chapter 3 the prospectus format and content of section 16. The prospectus shall contain information concerning the issuer and the securities to be offered to the public or admitted to trading on a regulated market. It shall also include a summary.

(2). Issuer, the offeror or the person asking for the admission of securities to trading, can choose to draw up the prospectus as a single document or as separate documents. In a prospectus composed of separate documents, divided the required information in a registration document, a securities note and a summary. The registration document shall contain information concerning the issuer. The securities note shall contain information about the securities offered to the public or to be admitted to trading on a regulated market.

(3). The summary of the prospectus must be concise, in a non-technical language and contain key information on the language in which the prospectus was originally drawn up. The summary shall be in a form and a content which, together with the prospectus provides appropriate information about the main elements of the relevant securities, so that investors can more easily decide whether they want to invest in such securities. The summary shall also contain a warning that: 1) the summary should be read as an introduction to the prospectus.

2) that any decision on investing in securities should be taken on the basis of the prospectus as a whole.

3) that if a case concerning the information contained in the prospectus be brought before a court, the plaintiff investor may be required to pay costs associated with translating the prospectus before the proceedings.

4) that the natural or legal persons, who have drawn up the summary or any translation thereof, and applied for approval thereof, may incur civil liability, but only if it is misleading, inaccurate or inconsistent or not contains key information, when read together with the other parts of the prospectus.

(4). When the prospectus relates to the admission to trading on a regulated market of non-equity securities shares, see. section 2 (a), paragraph 2, of the law on securities trading, etc., and having a denomination of at least EUR 100,000, finds the requirement referred to in paragraph 1, to the effect that the listing particulars shall contain a summary, not the application.


§ 17. An issuer that has got a registration document approved by the Danish financial supervisory authority within the last 12 months, may choose to prepare the securities note and the summary only when securities are offered to the public or admitted to trading. The Danish financial supervisory authority shall, in this case, the decision on the approval of the securities note and the summary.

(2). Where paragraph 1 applies, the securities note shall provide information that would normally be included in the registration document if there has been substantial changes that may have an impact on investors ' assessment after the registration document was last updated or an allowance under section 27 is approved. Such information may also be given in an appendix to the registration document referred to in article 6. § 27.

§ 18. For the following securities can the issuer, offeror or person asking for admission to trading on a regulated market of securities, choose to draw up a base prospectus: 1) securities of non-equity securities referred to in article 6. section 2 (a), paragraph 2, of the law on securities trading, etc., including warrants in any form, issued under an offering programme;

2) securities of non-equity securities referred to in article 6. section 2 (a), paragraph 2, of the law on securities trading, etc., and issued in a continuous or repeated manner by credit institutions (a)) where the sums deriving from the issue of securities is invested in assets which provide sufficient coverage for the with the Securities created debt until the redemption date, and (b)) when the relevant amount in the case of the related credit institution bankrupt, first and foremost, to be used for the repayment of capital and interest due.

(2). The base prospectus shall contain all relevant information concerning the issuer and the securities offered to the public or admitted to trading on a regulated market of securities.

(3). Final terms of the offer is neither included in the base prospectus or in an appendix, be made available to investors and the final terms are submitted to the Danish financial supervisory authority and the competent authority of the relevant host countries, each time made an offer to the public as soon as practicable and in any event within a reasonable time and at the latest before the beginning of the offer to the public or the admission to trading of the relevant securities.

§ 19. Information can be incorporated in the prospectus by reference to one or more previously or simultaneously published documents that have been approved by or submitted to the FSA. Such information shall be the latest available to the issuer. The summary must not contain information, which is incorporated by reference.

(2). When information is incorporated by reference, a cross-reference list must be provided, allowing investors to easily identify specific items of information.

Chapter 4 deletion of information in the prospectus section 20. When the final offer price and amount of securities offered to the public cannot be included in the prospectus, to be one of the following conditions must be met: 1) the prospectus must contain the criteria or the conditions applicable to the determination of the final offer price, including the maximum price and number of securities.

2) the acceptances of the purchase or subscription of securities may be withdrawn for not less than two working days after the final offer price and number of securities offered to the public, is received in the FSA.

(2). The issuer must submit the final offer price and number of securities to the FSA and publish such information in accordance with § 26, when these are known.

§ 21. The Danish financial supervisory authority may permit certain prescribed information is omitted from the prospectus in the following cases: 1) dissemination of the information would be contrary to the public interest.

2) dissemination of information will add considerable damage, provided that the issuer failure of disclosure cannot cause the public misled with regard to facts and circumstances essential for an informed assessment of the issuer, offeror or guarantor, and of the rights attaching to the securities, as the prospectus relates.

3) information is of minor importance only for a specific offer or admission to trading for a specific and will not be able to have an impact on the assessment of the issuer, offeror or guarantor, if any financial situation and a probable development.

(2). In special cases, where some of the information required to be included in a prospectus, not exist due to the issuer's sphere of activity or organisation of the issuer or to the securities to which the prospectus relates, the prospectus may contain other information that corresponds to the required information. Are such similar information not, finds that disclosure requirements do not apply.

Chapter 5 the validity of section 22. A prospectus shall be valid for 12 months from the approval. If a supplement to the prospectus is required under section 27, Supplement to be approved and published as a condition for the validity of the prospectus.

(2). A previously approved registration document, as referred to in section 17 shall be valid for a period of up to 12 months. The previously approved registration document, if necessary, updated in accordance with article 17, paragraph (2) or section 27, accompanied by an approved securities note and a summary approved shall be deemed to constitute a valid prospectus.

§ 23. In the context of an offering programme, the base prospectus, previously approved shall be valid for a period of up to 12 months.

§ 24. A base prospectus for the in clause 18 (1) (8). 2, said securities are valid until the securities in question no longer issued in a continuous or repeated manner.

Chapter 6 publication of prospectus section 25. When a prospectus is approved, makes the issuer, offeror or person asking for admission to trading, prospectus available to the public as soon as practicable and in any event within a reasonable time and at the latest before the beginning of the offer to the public or admission to trading of the relevant securities. In the case of shares in a class that are offered to the public, admitted to trading for the first time, the prospectus shall be available at least six working days before the end of the offer.

section 26. The prospectus shall be deemed published, when it is made available to the public on one of the following ways: 1) by insertion in one or more daily newspapers, there are nationwide or have wide circulation in Denmark, when the offer to the public is made or admission to trading are submitted to a regulated market in Denmark, 2) in printed form, free of charge, is made available to the public at the offices of the market where securities are admitted to trading, as well as at the registered office of the issuer and at the offices of the financial companies that places or arranging for the sale of the securities, 3) in electronic form on the issuer's website and, where appropriate, at sites belonging to the financial companies, placing or selling the securities, including intermediary funding bodies, or 4) in electronic form via the information system on the regulated market where the application for admission to trading are submitted.

(2). FSA publishes regularly on its website a list of prospectuses approved in the previous 12 months.

(3). For prospectuses, which includes several separate documents, or where the information is incorporated by reference, the documents and information which constitute a prospectus will be published and disseminated separately provided that the said documents are made available free of charge to the public in accordance with the arrangements referred to in paragraph 1. It must appear on each document, where the other documents, which constitute a prospectus can be found.

(4). When the prospectus is published in electronic form, to be an investor, however, on request the prospectus issued in paper form free of charge from the issuer, offeror, or person asking for admission to trading or the financial companies that places or arranging for the sale of securities until a prospectus is no longer valid.

(5). When the prospectus published in accordance with paragraph 1, nr. 1 or no. 2, issuer, or the persons responsible for the preparation of a prospectus also publish the prospectus in electronic form in accordance with paragraph 1, nr. 3. section 27. Every significant new factor, material mistake or inaccuracy relating to the information contained in the prospectus, which might affect the assessment of the Securities and which arises or is found between the time of approval of the prospectus and the definitive end of the supply to the public, or the start of trading on a regulated market, depending on what happens at the end, must be specified in an appendix to the prospectus. Such a supplement shall be approved within seven business days and shall be published in accordance with § 26.

(2). The summary and any translations thereof shall be updated to take account of the new information in the Appendix.


(3). Where the prospectus relates to an offer of securities to the public may investors who have agreed to purchase or subscribe for the securities before the publication of the supplement, in two working days after the exercisable revoke their acceptance, provided that the significant new factor, material mistake or inaccuracy as referred to in paragraph 1 occurred before the final completion of the offering to the public, and if there has been no delivery of the securities. This period may be extended by the issuer or provider. The last date for withdrawal of acceptance must be set out in the Appendix.

Chapter 7 advertising section 28. If there are advertised in association with an offer to the public of securities or the admission to trading, and there is an obligation to publish a prospectus, it should be apparent from the announcement that there is, or will be, published a prospectus. It must be specified, where the prospectus is or will be made available to investors.

(2). It must be clearly stated on the announcement that it is advertising. The information contained in the announcement must not be false or misleading.

(3). If information is presented in public in connection with an offer to the public of securities or the admission to trading, and where there is an obligation to publish a prospectus, information must be in accordance with the prospectus content, even if the presentation does not happen in connection with advertising.

section 29. When pursuant to §§ 13-15 does not require a prospectus approved and published, the essential information that should be presented by an issuer or a provider, and be sent to qualified or special categories of investors, including information submitted in connection with meetings relating to offers of securities, shall be made available to all qualified investors or special categories of investors, as the offer is addressed to.

Chapter 8 section 30 Languages. When that alone made the offer to the public in Denmark or admission to trading on a regulated market in Denmark, and Denmark is the home Member State, the prospectus shall be drawn up in Danish or English. The summary will be translated into Danish.

(2). When making the offer to the public or admission to trading in one or more countries within the European Union or of one or more countries with which the Union has entered into an agreement on financial matters, with the exception of Denmark, and Denmark is the home Member State, the prospectus shall be drawn up in a language accepted by the competent authority in the host countries, or in English. The competent authority in each host Member States may require the Executive summary translated into the official language or languages.

(3). In the case referred to in paragraph 2 of the prospectus to be used for processing of application for FSA approval of the prospectus shall be drawn up on either Danish, Norwegian, Swedish or English.

(4). When making the offer to the public or admission to trading on a regulated market in more than one country within the European Union, or more than one country, as the Union has entered into an agreement on the financial area, including Denmark, and Denmark is the home Member State, the prospectus shall be drawn up in Danish or English. The summary will be translated into Danish. The prospectus should also be available either in a language accepted by the competent authorities in the host countries or in English.

(5). When making the offer to the public or admission to trading on a regulated market in Denmark, and the home country is a country within the European Union or a country with which the Union has entered into an agreement on financial matters, with the exception of Denmark, the prospectus shall be drawn up in Danish or English. The summary will be translated into Danish.

(6). When, in one or more countries within the European Union or of one or more countries which have entered into an agreement with the Union in the financial field, applied for admission to trading of securities of non-equity securities referred to in article 6. section 2 (a), paragraph 2, of the law on securities trading, etc., and whose denomination per securities amounts to at least 100,000 euro, the prospectus shall be drawn up either in a language accepted by the competent authorities of home and host country or respectively in English.

(7). The Danish financial supervisory authority may derogate wholly or partly from the requirement referred to in paragraph 1 and 4 that the prospectus must be drawn up in Danish or English when it concerned supply, admission to trading or the securities in question are such as to the ground of the protection of investors does not necessitate that the prospectus is available in Danish or English.

Chapter 9 cross-border offers and admission to trading section 31. A prospectus and any supplements thereto, approved in a country within the European Union or a country with which the Union has entered into an agreement on financial matters, with the exception of Denmark, are valid for the offer to the public or admission to trading in Denmark, if the FSA and ESMA has received a notification in accordance with article 18 of Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading, and provided that the provisions on the validity of Chapter 5 are met.

section 32. At the request of the issuer or the person responsible for drawing up the prospectus, the Danish financial supervisory authority ask a authentication certificate at the disposal of the competent authority in the host countries, as well as the issuer or the person responsible for drawing up the prospectus, provided that there is scheduled a public offer of securities or an admission of securities to trading in one or more countries within the European Union or of one or more countries that the Union has entered into an agreement on the financial area.

(2). The Danish financial supervisory authority must provide authentication certificate at the disposal of the competent authority of the host Member State as well as the issuer or the person responsible for drawing up the prospectus regulation. (1) not later than three working days after the request, or if the request is submitted together with the application for approval of the prospectus, one working day after the approval of the prospectus.

(3). It must be indicated in the certificate of approval that the prospectus has been drawn up in accordance with Directive 2010/73/EC on the prospectus to be published when securities are offered to the public or admitted to trading, and it must be accompanied by a copy of the prospectus. If the provisions of section 21 has been applied, please indicate it in the certificate together with a statement of the reasons therefor.

(4). If the summary required translated by competent authority in the host Member State, the issuer or the person responsible for drawing up the prospectus, submit a translated summary to the Danish FSA. The translated summary shall be attached to the approval certificate, which the FSA is sending to the competent authority of the host Member State, without prejudice. (1).

(5). The procedure, as referred to in paragraphs 1 to 4 shall also be followed for any supplement to the prospectus.

section 33. When Denmark's home country FSA can approve a prospectus in respect of issuers having their registered office in a country outside the European Union or a country with which the Union has entered into an agreement on financial matters, drawn up in accordance with the laws of a country outside the European Union or a country with which the Union has entered into an agreement on the financial area the purpose of the offer to the public or admission to trading in Denmark, under the following conditions: 1) the prospectus has been drawn up in accordance with international standards set by International Securities Commission organisations, including the IOSCO disclosure standards.

2) disclosure requirements in accordance with the law of the country concerned, including information of a financial nature, are equivalent to the requirements under Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading.

(2). § § 30-32 shall also apply when the offer to the public or admission to trading of securities issued by an issuer which has its registered office in a country outside the European Union or a country with which the Union has entered into an agreement on the financial area.

§ 34. If the FSA believes that an issuer or a provider has acted in contravention of the provisions of Chapter 6 of the law on securities trading, etc. and in this Ordinance in connection with a public offering of securities in Denmark, the Danish financial supervisory authority must refer the matter to the competent authority of the issuer's hjemlandog ESMA.

(2). The Danish financial supervisory authority shall decide on the appropriate measures to protect investors after informing the competent authority of the issuer's or provider's hjemlandog ESMA, where the issuer or the financial companies with responsibility for supply to the general public continues to violate the provisions of Chapter 6 of the law on securities trading, etc. and in this Ordinance.

Chapter 10 Transitional provisions


section 35. Issuers having their registered office in a country outside the European Union or a country with which the Union has entered into an agreement on financial matters, and whose securities are admitted to trading on a regulated market in a country within the European Union or a country with which the Union has entered into an agreement on the financial area, the 1. July 2005, choose their competent authority in accordance with the rules laid down in section 8. The issuer concerned shall communicate its decision to the competent authority of the country in which the issuer has chosen as homeland, no later than 31 December. December 2005.

Chapter 11 penalties § 36. With fine punishable intentional or gross negligent breach of section 16, paragraph 1, paragraph 2 2. clause, and paragraph 3, article 17, paragraph 2, article 18, paragraphs 2 and 3, section 19 (1), (2). and (3). paragraph and paragraph 2, article 20, paragraph 1, article 25, article 26, paragraph 3, 2. section, § 27, paragraph 1 1. paragraphs, sections 28 and 29 of this order.

(2). With fine punishable intentional or gross negligent breach of article 4-20, article 22, paragraph 1 1. and 2. paragraph (4) and (5), article 25 (1) and (2) and article 26 (1) of Commission Regulation No 2454/93. 809/2004 of 29 April 2004. April 2004 (on the implementation of European Parliament and Council Directive 2003/71/EC as regards information contained in prospectuses as well as their format, integration of information by reference and publication of such prospectuses and advertising).

(3). That can be imposed on companies, etc. (legal persons) criminal liability in accordance with the provisions of the criminal code 5. Chapter.

Chapter 12 entry into force of section 37. The notice shall enter into force on the 1. July 2012.

(2). At the same time repealed Executive Order No. 223 out of 10. March 2010 on prospectuses for securities admitted to trading on a regulated market, and by public offer of securities over 2,500,000 euro.

The Danish financial supervisory authority, the 19. June 2012 Ulrik Nødgaard/Hanne Råe Larsen Official notes 1) Ordinance contains provisions implementing parts of the European Parliament and of the Council Directive 2003/71/EC of 4. November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (Official Journal of the European Union 2003, nr. L 345, p. 64) and European Parliament and Council directive 2010/73/EU of 24. November 2010 amending Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading, and by Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and a European Parliament and Council directive 2010/78/EU of 24. November 2010.

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