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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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Table of Contents
Chapter 1 Scope of application
Chapter 2 Derogations from the obligation to publish a prospectus
Chapter 3 The format and content of the spectator
Chapter 4 Exclude information in the prospectus
Chapter 5 Validity
Chapter 6 Publication of the prospectus
Chapter 7 Announcement
Chapter 8 Language
Chapter 9 Cross-border tendering and admission to trade
Chapter 10 Penalty provisions
Chapter 11 Entry into force

Publication of prospectuses of transferable securities, which are included in trade in a regulated market, and in the case of public tenders of securities of EUR 5 000 000 1)

Purline of section 23 (2). 7 and 8, section 24, section Article 93 (2) and section 93 (3). 4 and 5, in the Act on securities trading, etc., cf. Law Order no. 831 of 12. June 2014, set :

Chapter 1

Scope of application

§ 1. The rules laid down in this notice shall apply to the securities referred to in section 2 (2). Paragraph 1, in the case of securities trading, etc., with the exception of the section 23 (1). 4, mentioned securities where the transferable securities are sought to trade in a regulated market and in the case of public tenders of securities of EUR 5 000 000.

Definitions

§ 2. For qualifying investors, the following shall be understood : any person or entities described in Annex II (I) (i). 1 4, in Directive 2004 /39/EC of the European Parliament and of the Council of 21. April 2004 on the markets of financial instruments, persons or entities that, upon request, be treated as professional customers in accordance with Annex II to Directive 2004 /39/EC, or recognised as approved counterparts in accordance with Annex II ; with Article 24 of Directive 2004 /39/EC, unless they have been requested to be treated as non-professional customers. Investment firms and credit institutions shall communicate to the issuer their classification to the issuer, subject to the relevant data protection legislation. Investment firms with authorization to continue to consider existing professional customers such as such in accordance with Article 71 (1). 6, in Directive 2004 /39/EC, such customers may treat such customers as eligible investors under this notice.

§ 3. For the purposes of this notice, small and medium-sized enterprises shall be understood : undertakings which, according to the most recent annual accounts or consolidated accounts, satisfy at least two of the following three criteria :

1) An average number of full-time workers during the accounting year of less than 250.

2) A total balance of less than 43,000,000 euros.

3) An annual net turnover of less than EUR 50,000000.

§ 4. Issuer is understood in this notice : a legal entity that issues or offers to issue securities.

§ 5. For the purposes of this notice, any provider or provider is understood : a natural or legal person who provides securities to the public.

§ 6. For the purposes of this notice, a programme providing the possibility of issuing securities that are not capital shares, see it in accordance with the following procedure : § 2 (a) (a) 2, in the Act on securities trading, etc., of similar form and / or class, continuously or through repeated times during a specified issue period, including all forms of warrants.

§ 7. In the case of transferable securities issued continuously or on several occasions, this notice shall mean several of the following issues or at least two separate issues of securities of similar form and / or class within a period of 12 ; Months.

§ 8. For the purposes of this notice, the following shall apply :

1) For all securities issued in a country within the European Union or a country concluded by the Union in the financial sphere, the country of the European Union or the country to which the Union has concluded agreement on it ; the financial area in which the issuer has its head office where the issuer is not covered by item (s). Two or three.

2) For all issuers of securities that are not capital shares, cf. § 2 (a) (a) 2, in the case of securities trading, etc., if at the same time, if at the same time ; transferable securities amount to a minimum of EUR 1 000 : the country of the European Union or the country in which the Union has concluded an agreement in the financial area where the originator has its head office or where the securities were to be included or are to be entered ; trade in a regulated securities market, or where the securities are offered to the public.

3) For all issuers of securities that are not capital shares, cf. § 2 (a) (a) 2, in the Act of securities trading, etc., which gives the right to transferable securities or receive a cash amount as a result of the fact that they are converted or that the rights they grant are exercised, provided that the issuer of the securities is not issued ; the issuer of the underlying transferable securities or a unit belonging to the same group as the latter : the country of the European Union or the country in which the Union has concluded agreement in the financial area in which the issuer has its own home or where the transferable securities should or should be entered into trade in a regulated market for : transferable securities, or where the transferable securities are offered to the public.

4) For all securities issued in a country outside the European Union or a country with which the Union has concluded an agreement in the financial field, which has not been covered by the Union, EUR 2 or 3 : The country of the European Union or the country of which the Union has concluded an agreement in the financial sphere where the transferable securities are to be offered to the public for the first time after 31. In December 2003, or where the first application for admission to trade in a regulated market for securities is submitted.

Paragraph 2. Election of homeland, cf. paragraph 1, no. 2-4, the issuer shall be taken by the issuer, the provider or the person requesting admission to trade.

Paragraph 3. If the choice of home country, cf. paragraph 1, no. 4, not determined by the issuer, the provider or the person requesting the admission of securities to trade for the first time in which the securities were offered to the public or admitted to trade, they may make this choice subsequently.

§ 9. The country of the host country shall be understood : the country of the European Union, or the country to which the Union has concluded an agreement in the financial sphere, where a tender is made available to the public or to be applied for the admission to trade, when : This is different from the home country.

§ 10. For the purposes of this notice, a document containing all the relevant information concerning the issuer and securities offered to the public or accalers to trade in a regulated market for securities, and after the issuer ' s choice shall be the final Terms of the tender.

§ 11. For the purposes of this notice, the following shall be understood : Essential and appropriately structured information to be made available to investors in order to enable them to understand the nature and risks associated with it ; issuers, guarantors, and securities offered to them or absorbs into trade in a regulated market, and to, subject to section 16 (3). 3, no. 2) to decide on the tendering of the transferable securities that are taken up for consideration. In the light of the supply and transferable securities, key information contains the following elements :

1) A brief description of the risks and the most important conditions in the issue of the issuer and any guarantors, including assets, liabilities and financial position.

2) A brief description of the risks and essential conditions related to the investment in the appropriate security of securities, including rights associated with the securities.

3) The general conditions of the tender, including the estimated cost to be imposed by the investor by the issuer or the provider.

4) More like information on the admission of trade.

5) The reasons for the tender and the use of the provenuet.

§ 12. " Limited market value " means a company which is engaged in trade in a regulated market and had an average market value of less than EUR 100,000000, based on the course of the year, at the end of the year in the preceding year ; three calendar years.

Chapter 2

Derogations from the obligation to publish a prospectus

§ 13. The obligation to publish a prospectus in sections 23 and 24 in the Act on securities trading, etc. shall not apply to the following tender :

1) The tender of transferable securities targeted exclusively for qualified investors, cf. § 2.

2) Prohibition of transferable securities intended for less than 150 natural or legal persons per person ; a country within the European Union or by ; the country that the Union has signed up to in the financial area that is not qualified investors.

3) Prohibition of transferable securities intended for investors who acquire securities for at least EUR 100 000 per head. The investor for each separate invitation to tender.

4) Prohibition of transferable securities, if at the time of the headlamp. value paper amounts to at least EUR 100 000.

Paragraph 2. Any resale of transferable securities previously covered by one or more of the securities referred to in paragraph 1. Paragraph 1 shall be considered to be a separate tender, and it must be decided whether the resale is a supply of securities to the public, in which there is a duty to publish a prospectus.

Paragraph 3. The obligation to publish a prospectus in section 23 and 24 in the Act on securities trading, etc. shall not apply to the resale of transferable securities or the final placement of securities by financial intermediaries when a valid, the prospectus, in accordance with section 22-24, and issuer or person responsible for drawing up this prospectus on the basis of a written agreement, shall declare itself in agreement with its use.

§ 14. The obligation to publish a prospectus after sections 23 and 24 in the Act on securities trading, etc. shall not apply to the tender to the public of the following securities :

1) The stock has been issued for the conversion of already issued shares of the same class if the issuance of the new shares does not entail an increase in the capital of the stock.

2) The securities offered in the context of a takeover bids, provided that a document contains information corresponding to the test.

3) The securities offered shall be allocated or assigned in the context of a merger or splitting of an establishment, provided that a document containing information corresponds to the prospectus.

4) Extents paid to existing shareholders in the form of shares of the same grade as the out-exchange shares provided that a document containing information relating to the number and class of the stock and the reasons for and the reasons is given ; the circumstances of the transaction.

5) The values offered shall be allocated or assigned to existing or former members of the Administrative Board, the Board of Supervisors or the staff of the issuing or a group-related company, cf. Section 5 (5). 1, no. 9, in the law of financial activities. This presupposition that transferable securities are offered, allocated or assigned to the issuing company and that the company has its head seat or seat in the European Union, or one or more countries with which the Union has concluded agreement ; financial area and access to a document containing information on the number and class of the securities, as well as the reasons for and the more detailed circumstances of the tender.

6) Paragraph 5 shall also apply to a company established outside the European Union or outside a country of which the Union has concluded an agreement in the financial sphere if shares are admitted to trade either on a regulated market or on a market in one, third country. In the latter case adequate information shall be provided, including in paragraph 1. The document referred to in paragraph 5, in a language which is commonly available in international financial control, and that the Commission should have taken an equivalence decision on the market of the third country concerned.

§ 15. The obligation to publish a prospectus after sections 23 and 24 in the Act on securities trading, etc. shall not apply to the trade in the following securities :

1) shares in collective investment schemes over a period of 12 months shall constitute less than 10% of the shares or shares of collective investment schemes of the same class which are already available for trade in the same regulated ; Market.

2) Stocks issued for the conversion of shares of the same class which have already been up-to-trade in the same regulated market, if the issuance of the new shares does not entail an increase in the capital of the stock.

3) The securities offered in the context of a takeover bids, provided that a document contains information corresponding to the test.

4) The securities offered shall be allocated or assigned in the context of a merger or splitting of an establishment, provided that a document containing information corresponds to the prospectus.

5) Stocks offered shall be allocated or assigned to existing shareholders free of charge, and the benefits paid in the form of shares of the same class as the profit-making stock, provided that the shares listed are of the same class as the shares already in existence ; relating to trade in the same regulated market, and shareholders are given access to a document containing information on the number and class of the stock and the reasons for and the more detailed circumstances of the supply.

6) The values offered shall be allocated or assigned to existing or former members of the Administrative Board, the Board of Supervisors or the staff of the issuing or a group-related company, cf. Section 5 (5). 1, no. 9, in the law of financial activities. This assumes that the transferable securities are offered, allocated or assigned to the issuing company that the relevant transferable securities are of the same class as the securities already available for trade in the same regulated market, as well as to the award of the securities concerned ; the abovementioned persons shall be given access to a document containing information on the number and class of the securities and the reasons for and the more detailed circumstances of the tender.

7) Stocks issued in exchange for other securities or as a result of the exercise of rights under other securities, if the shares in question are of the same class as the shares already admitted to trade in the same regulated ; Market.

Paragraph 2. The obligation to publish a prospectus in section 23 and 24 in the Act on securities trading, etc. shall not apply to the admission to trade in a regulated market for securities which are already included in trade in another regulated market when : the following conditions have been met :

1) The securities or securities of the same class have been included in trade in this other regulated market for over 18 months.

2) The prospectus of securities that were first made available to trade in this second regulated market after 1. in July 2005, approved and made available to the public in accordance with Article 14 of Directive 2003 /71/EC, with the amendments resulting from the Directive 2010 /73/EU of the prospectus to be published when securities are offered for the purposes of : the public or be admitted to trade.

3) The prospectus prospectus that the first time was taken into trade after the 30. June 1983, but before 1. in July 2005, approved in accordance with the requirements of Directive 80 /390/EEC on the coordination of requirements for the preparation, control and distribution of the prospectus to be published for the admission of securities to official listing ; on a stock exchange or Directive 2001 /34/EC relating to the conditions for admission to official listing on a stock exchange and information to be published on these securities.

4) The firm commitments in relation to trade in this second regulated market have been met.

5) The person requesting a security of securities to trade in a regulated market in Denmark under the reference to paragraph 1. 2, prepare a summary that is made available to the public in accordance with Chapter 6.

6) The summary content of the summary, cf. no. 5, shall be in accordance with section 16 (3). 3. The document shall also indicate where the latest prospectus can be requisitioned and where the financial information issued by the issuer in accordance with the obligation to provide information exists.

Chapter 3

The format and content of the spectator

§ 16. The prospectus must include information on the issuer and the securities to be offered to the public or to be admitted to trade in a regulated market. It must also contain a summary.

Paragraph 2. The operator, the provider, or the person requesting admission of securities to trade, may choose to draw up the listing particulars as a single document or as separate documents. In a prospectus consisting of separate documents, the required information is divided into a registration document, a securities note and a summary. The registration document must contain information about the issuer. The securities note shall include information on the transferable securities offered to the public or are to be admitted to trade in a regulated market.

Paragraph 3. The summary of the prospectus must be succinct, in a non-technical language, as well as containing key information in the language of the initial prospectus. The summary shall have a form and content which, together with the listing particulars, provides adequate information on the essential elements of the securities in question, so that investors may be able to take a position on whether they want to invest in such securities ; securities. The summary shall also include a warning of :

1) That the summary should be read as a conductor to the prospectus.

2) The fact that any decision on investment in transferable securities should be taken on the basis of the prospectus as a whole.

3) If a case relating to the information in the prospectus is brought to a court, the defendant investor may be obliged to pay the costs in connection with the translation of the prospectus before the start is started.

4) The natural or legal persons who have drawn up the summary or any translations thereof and requested their approval may be subject to civil liability, but only if it is misleading, incorrect or inconsistent ; or does not contain key information when it is read with the other parts of the prospectus.

Paragraph 4. When the prospectus relates to the admission to trade on a regulated market of securities that are not capital shares, cf. § 2 (a) (a) The requirement referred to in paragraph 1 shall apply to paragraph 5 of the securities trade, and which has at least EUR 100 000 in the case of securities trading. 1 whether the listing particulars must include a summary, not use.

§ 17. A issuer who has received a registration document approved by the Financial supervision within the last 12 months may choose only to devise the securities note and the summary, where transferable securities are offered to the public or to be admitted to trade. The SEC shall, in this case, take a decision on the approval of the securities note and the summary.

Paragraph 2. When paragraph 1 applicable to the securities note shall contain information which will normally be included in the registration document if significant changes have been made, which may be relevant to the investor ' s assessment after the registration document is last, updated or an amendment pursuant to section 27 has been approved. Such information may also be given in a supplement to the registration document, cf. § 27.

§ 18. For the following securities, the issuer, the provider or the person requesting admission to trade in a regulated market for securities, may choose to prepare a basic prospectus :

1) Value papers that are not capital shares, cf. § 2 (a) (a) 2, in the Act on securities trading, etc., including all forms of warrants, issued under a supply programme.

2) Value papers that are not capital shares, cf. § 2 (a) (a) 2, in the Act on securities trading, etc., which shall be issued continuously or by a repeat of credit institutions ;

a) when the proceuations from the issue of the securities are invested in assets providing adequate cover for the amount of the securities created until the solution day, and

b) when the amounts concerned in the event of the bankruptcy of the credit institution are first and foremost to be used for the repayment of capital and due interest.

Paragraph 2. The basic prospectus must contain all relevant information concerning the issuer and securities offered to the public or to trade in a regulated market for securities.

Paragraph 3. Where the final Terms of the tender is not included in the basic language aspect or in a supplement, the final conditions are made available to the investors and shall be submitted to the SEC and the competent authority of the host country or host Member State or host countries whenever there is an invitation to tender shall be made available to the general public as soon as practicable and, where practicable, before the opening of tenders to the general public or the admission to the trade in the relevant securities.

§ 19. Information may be incorporated in the listing particulars by reference to one or more earlier or concurrent published documents approved by or submitted to the Financial supervision in accordance with Directive 2003 /71/EC with subsequent amendments ; Directive 2004 /109/EC, with subsequent amendments. Such information shall be the most recently available to the issuer. The summary shall not contain information that is included in the reference.

Paragraph 2. When information is included in the reference, a cross-reference table must be provided to ensure that investors can easily identify specific information elements.

Chapter 4

Exclude information in the prospectus

20. When the final award and the number of transferable securities offered to the public cannot be included in the listing particulars, one of the following conditions must be fulfilled :

1) The prospectus must include the criteria or the conditions applicable to the fixing of the final tender, including the maximum price, and the number of securities.

2) Purchased or drawing saccepts for the securities may be recalled for at least two working days after the award of the final tender and the number of transferable securities offered to the public have been received in the Finance Board.

Paragraph 2. Sites shall submit the final tender price and the number of securities to the Financial Authority and publish such information under section 26 when these are known.

§ 21. The financial supervision may allow certain particulars to be omitted from the listing particulars in the following cases :

1) Letting the information will be striding against the public interest.

2) Expilation of the information will add significant injury to the issuer, provided that the failure to publish may not result in the public being misled as to the facts and conditions that are critical to the assessment of : the issuer, the provider, or any guarantor, and of the rights associated with the securities to which the prospectus is concerned.

3) This information is only of little significance for a specific tender or a specific admission to trade and will not be able to affect the assessment of the issuer ' s or the financial situation of the issuer, or a possible guarantee of the issuer, and likely development.

Paragraph 2. In specific cases where certain information required to be included in a prospectus does not exist because of the issuer ' s activities or the issuer ' s organisation or of the transferable securities to which the prospectus is concerned, the listing particulars may include others ; information that corresponds to the required information. If such information does not exist, the relevant information requirements shall not apply.

Chapter 5

Validity

§ 22. A prospectus is valid for 12 months from the approval. If an addendum to the prospectus is required under section 27, the Appendix must be approved and published as a condition for the validity of the test.

Paragraph 2. A previous approved registration document, as mentioned in Section 17, is valid for a period of up to 12 months. The previously approved registration document, if necessary updated in accordance with section 17 (3). 2 or § 27, accompanied by an approved ad valorem note and an approved summary shall be considered to be a valid prospectus.

-23. For a period of up to 12 months, an earlier approved tender programme is a previously approved basis for the basic prospectus.

§ 24. A basic prospectus for the in section 18 (1). 1, no. The transferable securities shall be valid until the relevant transferable securities are no longer issued on a continuous or repeated basis.

Chapter 6

Publication of the prospectus

§ 25. When a prospectus is approved, the issuer, the provider or the person requesting admission to trade, make the listing particulars available to the public as soon as practicable and, in any case, in reasonable time and at the latest before the start of : the tender for the public or the admission to trade of the relevant securities. In the event that shares in a class that are offered to the public are admitted to trade for the first time, the prospectus must be available at least six working days before the end of the tender.

SECTION 26. The prospectus is considered public when it is made available to the public in one of the following ways :

1) In the case of indentation in one or more newspapers that are national or widely propagated in Denmark, when invitations to tender to the public are made or the application for the admission to trade is submitted to a regulated market in Denmark.

2) In the printed form, free of charge available to the public in the offices of the market in which the securities are entered into trade, as well as the head office of the issuer and of the financial undertakings which are placing or windling up the sale of : the securities.

3) In electronic form, the issuer ' s home page or, where appropriate, on the websites belonging to the financial undertakings placing or selling the sale of the securities, including financing bodies.

4) In electronic form, via the information system on the regulated market, in which the application for a trade to be made is submitted.

Paragraph 2. The SEC is constantly publishing on its website a list of the prospectuses that have been approved in the last 12 months.

Paragraph 3. In the case of prospectuses involving several separate documents, or where the information is included, the documents and information that comprise the listing may be published separately where the relevant documents are remunerated ; be made available to the public in accordance with the provisions of paragraph 1. 1 mentioned schemes. It must be specified on each document, in which the other documents which constitute the prospectus can be found.

Paragraph 4. However, when the prospectus is published in an electronic form, an investor must be able to obtain the listing freely in paper form from the issuer, the provider, or the person requesting admission to trade, or the financial services, any undertaking placing or defledged the sale of the securities until the prospectus is no longer valid.

Paragraph 5. Where the prospectus is published in accordance with paragraph 1, 1, no. Number one or number 2, the issuer or persons responsible for the preparation of a prospectus must also publish the listing particulars electronically in accordance with paragraph 1. 1, no. 3.

§ 27. Any significant new circumstance, material errors or incorrect information in the prospectus which may affect the assessment of the securities and which enters or established between the date of approval of the listing particulars and the date of approval of the listing particulars and the final termination of the supply to the public, or the opening of trade in a regulated market, depending on the final outcome, must be specified in a supplement to the prospectus. Such a supplement shall be approved within seven working days and shall be published in accordance with section 26.

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

Paragraph 3. When the listing aspect relates to the provision of securities to the public, investors who have agreed to purchase or draw up securities prior to publication of the allowance shall be revoked in two (2) days following the publication of the amendment, if the essential new circumstance, material errors or inaccuracy as referred to in paragraph 1. 1 arose prior to the end of the tender to the general public, and where the securities have not been supplied. This period may be extended by the issuer or the provider. The final date for the revocation of the acceptance shall be stated in the Appendix.

Chapter 7

Announcement

§ 28. In the case of an advertisement for the public with securities or admission to trade, and there is a duty to publish a prospectus, it must be stated in the announcement that a prospectus is published or will be published. It must be stated where the prospectus is or will be made available to investors.

Paragraph 2. It must be clear in the announcement that this is about advertising. The information that is part of the announcement must not be incorrect or misleading.

Paragraph 3. Where information is provided to the public in relation to the public of transferable securities or admission to trade and where there is a duty to publish a prospectus, the information must be in conformity with the test, content, even if the presentation does not take place in the context of advertising.

§ 29. Where a Section 13-15 does not require a prospectus approved and published, the essential information supplied by a issuer or a provider shall be submitted to qualified or special categories of investors, including information, be made available to all qualifying investors or special categories of investors for which the tender is addressed.

Chapter 8

Language

-$30. In the case of invitations to tender for the public in Denmark or for admission to trade in a regulated market in Denmark and Denmark is home, the prospectus must be drawn up in Danish or English. The summary must always be available in Danish.

Paragraph 2. Where invitations to tender are made to the public or apply for admission to trade in one or more countries within the European Union or one or more countries with which the Union has concluded an agreement in the financial sphere, except Denmark, and Denmark is home-country, the prospectus must be drawn up in a language accepted by the competent authority of the host countries concerned, or in English. The competent authority of each host country may require the summary to be translated into the official language or languages of the Member States.

Paragraph 3. In the paragraphs in paragraph 1. In this case, the listing particulars must be drawn up in Danish, Norwegian, Swedish or English, in the case of the Financial Regulation to be processed by the Financial Regulation for the listing particulars.

Paragraph 4. Where invitations to tender are made to the public or apply for admission to trade in a regulated market in more than one country within the European Union or more than one country with which the Union has reached agreement on the financial area, including Denmark, and Denmark is the home Member State, must be prospectus prepared in Danish or English. The summary must always be available in Danish. The prospectus must also be made available either in a language accepted by the competent authorities in the host Member States or in English.

Paragraph 5. Where invitations to tender are made to the public or apply for admission to trade in a regulated market in Denmark, the home country is a country within the European Union or a country with which the Union has concluded an agreement in the financial sphere ; apart from Denmark, the prospectus must be drawn up in Danish or English. The summary must always be available in Danish.

Paragraph 6. Where, in one or more countries within the European Union or one or more countries with which the Union has concluded an agreement in the financial sphere, the application for admission to the trading of securities that is not capital shares, cf. § 2 (a) (a) 2, in the Act on securities trading, etc., and if at the same time, if at the same time, transferable securities amount to at least EUR 100 000, the prospectus must be prepared either in a language accepted by the competent authorities of the home and host country or in English.

Paragraph 7. The SEC may dispensor, in whole or in part, from the requirement set out in paragraph 1. 1, 4 and 5 that the prospectus must be prepared in Danish or English when the invitation to tender, the admission to trade or the relevant securities concerned is such that the protection of investors does not necessitates the prospectus, are available in Danish or English.

Chapter 9

Cross-border tendering and admission to trade

§ 31. A prospectus and any addendum for this approved in a country of the European Union, or a country with which the Union has concluded agreement in the financial sphere, except Denmark, shall be valid for the public or the admission of a country of the Union ; to trade in Denmark, where the Financial supervision and ESMA have 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 to be admitted to trade, and where the provisions on validity of Chapter 5 have been fulfilled.

§ 32. At the request of the issuer or the person responsible for the preparation, the SEC shall make an approval certificate available to the competent authority of the host Member States and the issuer or person responsible for the inspection ; in the case of the prospectus, if there is a planned public supply of securities or admission of securities to trade in one or more countries within the European Union, or one or more countries with which the Union has concluded agreement ; the financial area.

Paragraph 2. The SEC shall make the approval certificate available to the competent authority of the host Member State and the issuer or person responsible for the preparation of the test, cf. paragraph 1, within three working days of the request or if the request is submitted together with the application for approval of the listing particulars, one day after the prospecting of the prospectus.

Paragraph 3. It must be stated in the approval certificate that the listing particulars have been drawn up in accordance with Directive 2010 /73/EU on the prospectus to be published when securities are offered to the public or to be admitted to trade, and it must be attached to it ; copy of the listing particulars. If the provisions of section 21 have been applied, the certificate shall be given in the certificate together with a justification for it.

Paragraph 4. If the summary is required by the host Member State ' s competent authority, the issuer or the person responsible for the preparation shall submit an overdraft summary to the Financial supervision. The summary shall be attached to the approval certificate issued by the Financial supervision to the competent authority of the host Member State, cf. paragraph 1.

Paragraph 5. The procedure referred to in paragraph 1. 1 4 shall also be accompanied by any addendum to the listing particulars.

§ 33. When Denmark is homeland, the SEC may approve a prospectus in respect of issuers having their registered offices in a country outside the European Union or a country which the Union has concluded in the financial field in question ; in accordance with the law of a country outside the European Union or a country concluded by the Union in the area of financial services, for the purpose of offering the public or the admission to trade in Denmark, in the following procedure : preconditions :

1) The prospectus has been drawn up in accordance with international standards laid down by international exchange of information organisations, including IOSCO's information standards.

2) The information requirements in accordance with the legislation of the country concerned, including information of a financial nature, correspond to the requirements laid down in Directive 2003 /71/EC on the prospectus to be published when securities are offered to the public or is entered for trade.

Paragraph 2. section 30-32 shall also apply to the public or admission to the trading of transferable securities issued by a issuer having its head office in a country outside the European Union or a country with which the Union has concluded agreement ; the financial area.

§ 34. Where the Financial supervision considers that a issuer or a non-registered office in Denmark has acted in breach of the provisions of Chapter 6 of the Act on securities trading, etc. and in this notice in respect of a public tender ; transferable securities in Denmark shall present the matter to the competent authority of the issuer's homeland and ESMA.

Paragraph 2. The SEC shall take a decision on appropriate measures to protect investors after having notified the competent authority of the issuer or supplier's homeland and ESMA, the issuer or financial undertakings with responsibility for the tender to the public shall continue to infringe the provisions of Chapter 6 in the Act on securities trading, etc., and in this notice.

Chapter 10

Penalty provisions

$35. Intentional or gross negligent violation of section 16 (4). Paragraph 1 (1). TWO, TWO. pkt., and paragraph. 3, section 17, paragraph. 2, section 18 (2). 2 and 3, section 19 (3). ONE, TWO. and 3. pkt., and paragraph. 2, section 20 (2). One, section 25, section 26, paragraph. THREE, TWO. pkt., section 27, paragraph. ONE, ONE. pkt., sections 28 and 29, punished by fine.

Paragraph 2. Intentional or gross negligent infringement of Articles 4 to 20, Article 22 (2) ; ONE, ONE. and 2. pkt., paragraph Articles 4 and 5, Article 24, Article 25 (1). Paragraph 1 and 2, Article 26 (1). Paragraph 1, Article 26 (a) and Article 26 (b) of Commission Regulation No 2 809/2004 of 29. April 2004 on the implementation of Directive 2003 /71/EC of the European Parliament and of the Council with regard to information in prospectuses as well as their format, the integration of information by reference and publication of such prospectuses, as well as advertising, which : last amended by the Commission ' s delegated Regulation (EU) No, 759 of 30. April 2013, punishable by fine.

Paragraph 3. Companies can be imposed on companies, etc. (legal persons) punishable by the rules of the penal code 5. Chapter.

Chapter 11

Entry into force

§ 36. The announcement shall enter into force on 1. November 2014.

Paragraph 2. Publication no. 643 of 19. June 2012 on the prospectuses of transferable securities, which are included in trade in a regulated market, and in the case of public contracts of securities over EUR 5 000 000 are to be revoked.

Financial supervision, the 9th. October 2014

Ulrik Nutgaard

-Hanne Yell Larsen

Official notes

1) The announcement contains provisions which implement parts of Directive 2003 /71/EC of the European Parliament and of the Council of 4. November 2003 on the prospectus to be published when securities are offered to the public or to be admitted to trade, and amending Directive 2001 /34/EC, EU Official Journal 2003, nr. In 345, page 64, as amended by Directive 2010 /73/EU of the European Parliament and of the Council of 24. November amending Directive 2003 /71/EC on the prospectus to be published when securities are offered to the public or to be admitted to trade and Directive 2004 /109/EC on the harmonisation of transparency requirements relating to information ; on issuers whose transferable securities are included in trade in a regulated market, EU-tenth 2010, nr. L 327, page 1, and Directive 2004 /109/EC of the European Parliament and of the Council of 15. In December 2004 on the harmonisation of transparency requirements for information on issuers whose securities are included in trade in a regulated market and amending Directive 2001 /34/EC, EU-tenth 2004, no. In 390, page 38, as amended by Directive 2010 /78/EU of the European Parliament and of the Council of 24. November 2010 amending Directive 98 / 2 6 / EC, 2002 /87/EC, 2003 /41/EC, 2003 /71/EC, 2004 /39/EC, 2004 /60/EC, 2005 /48/EC, 2006 /49/EC, 2006 /49/EC and 2009 /65/EC in respect of the powers granted to the European Supervisory Authority ( European Banking Authority (Banking Authority), European Supervisory Authority (European Insurance and Labour Market Pensions Authority) and the European Securities and Markets Authority (European Securities and Markets Authority), EU Official Journal 2010, no. L331, page 120.