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. 227 of 11. March 2014, as amended by law no. 403 of 28. April 2014, set :

Definitions

§ 1. For the purposes of this notice :

1) Acceptance Offerings or Quote : A public offering for shareholders in a company that has one or more shareholders engaged in trade in a regulated market or an alternative marketplace, whether whole or in part the acquisition of their shares following after the acquisition of the control of the target company, or has the acquisition of controls as a purpose, regardless of whether the tender is duty or voluntary.

2) Company, the company whose shares are the subject of an offer.

3) The Bidder : A natural or legal person who puts forward an offer either as a result of a bid to tender or as a voluntary offer.

4) People acting in an understanding with other : Physical or legal persons cooperating with the Tenderer or the target company in accordance with an agreement that may be explicit or tacit, oral or written in writing, which is intended to : determine the influence of the target company or to hinder the tender.

5) Pligtate offer or obligation to tender : an offer made pursuant to section 31 (1). 1-3, in the law on securities trading, etc.

6) Volunteering tender : an offer made in accordance with section 32 (s). 2, in the Act on securities trading, etc.

7) Alternative investment funds : a unit, as defined in section 3 (1). 1, no. 1, in the law of alternative investment funds and so on, and rules issued under section 3 (3). 9, in the law on alternative investment funds, and so on.

Duty offer

§ 2. The tenderer must, as soon as possible, have entered, publish a notification thereof in the manner prescribed in section 20.

Paragraph 2. The tenderer must, as soon as possible, and no later than 4 weeks after the obligation to tender has entered, publish an RFQ and a quotation notice that meets the requirements of sections 10 and section 12.

Paragraph 3. In the case of convertible debt letters, the use of drawing rights, options, or warrants and so on to shares, the duty shall be subject to the day on which the voting rights can be used.

Exemptions to Offering obligation

§ 3. The obligation to supply shall not apply to :

1) Transfer of shares in the target company by inheritance, creditor pursuit and transfer within the same group.

2) Transfer of shares in the target company as a result of a statement of assurance in respect of emissions or as a result of an agreement with the issuer or one or more shareholders on the sale of shares, where the transferee is a securities trader, credit institution, an investment firm or an alternative investment fund, and provided that the stock is disposed of within 5 working days and that the voting rights in the period shall not be exercised or otherwise used to exercise a decisive influence.

3) The transfer of shares to the target company pursuant to section 31 (1). 6, in the Act on securities trading, etc.

Voluntary offers

§ 4. The tenderer must, as soon as possible, by the tenderer have decided to submit a voluntary offer, publish a notification in the manner prescribed in paragraph 20.

Paragraph 2. The tenderer must as soon as possible and no later than 4 weeks after the publication of the decision on the submission of a voluntary tender, a tender document and a quotation notice meeting the requirements of sections 10 and section 12 are published.

Equal treatment

§ 5. The tenderer must treat all shareholders within the same stock class.

§ 6. If the Tenderer or a person acting in understanding with this, after the tender document has been approved and before the end of the bid, cf. Section 21 (1). 3. Agreement with shareholders or other shares relating to the purchase and sale of shares in the target company shall, as a minimum, increase his offer to the other shareholders accordingly, if their shares are covered by the tender, and if the contracts are concluded ; more favourable conditions than those provided for by the tender document.

Paragraph 2. Selects the tenderer that a takeover bids must also include convertible debt letters, drawing rights, options, or warrants, etc., where the provision is found in section 5 and section 6 (4). 1, with the necessary adjustments, shall apply mutatis mutandis to these securities.

Paragraph 3. Includes the quote convertible debt letters as referred to in paragraph 1. 2, 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.

Paragraph 4. If the bidder in a supplement improves the offering, cf. § 25, paragraph. 1, holders of shareholders who have already accepted the initial tender from the tenderer must be given the same improved conditions as contained in the Appendix.

§ 7. If the tenderer or a person acting in understanding with the tenderer, for a period of six months after notification of the end of the bid, see it in accordance with the contract. Section 21 (1). 3. Agreement with shareholders or others on the purchase and sale of shares in the target company on more advantageous terms than those offered by the tender document, including any additional shareholders offered by the tenderer, the tenderer must compensate them. shareholders who accepted the offer.

Paragraph 2. Compensation in accordance with paragraph 1. 1 must be a cash payment in the same currency that the tender was executed in. The compensation must be the difference between the mohones in the tender and the compensation to which the tenderer has subsequently acquired shares.

Duty to ensure maturisation

§ 8. Before giving notice of a commitment offer, cf. Section 2 (2). 1, or a voluntary offer, cf. Section 4 (4). 1, the tenderer must ensure that he is fully capable of meeting any claim in the form of cash in the form of cash. The tenderer must also have taken all reasonable steps to ensure that any other form of compensation can be laid down.

Quote Period

§ 9. The tendering period shall be at least 4 weeks and maximum 10 weeks from the date of publication of the tender document, cf. however, paragraph 1 3 and section 26 (3). 2.

Paragraph 2. Extension of the tender period shall be carried out with at least two weeks at a time.

Paragraph 3. The tenderer may extend the tender period over 10 weeks for authority approval. In this case the tendering period may not exceed 9 months from the tender document's publication.

Paragraph 4. Extension of the tender period in accordance with paragraph 1. 2 and 3 shall be made in the preparation of a supplement to the tender document. The amendment shall be approved by the Financial supervision and shall be published in the manner prescribed in section 20. The supplement shall be published before expiry of the period in section 21 (1). 3. The total bid period must not exceed 10 weeks respectively, cf. paragraph 1, or 9 months, cf. paragraph 3.

Bid Document and Quotation Contents

§ 10. A tender document must be approved by the Financial supervision before publication must take place. The tender document must contain information on the terms of the offer, including economic conditions, and other conditions that may be considered necessary for the shareholders to be a well-founded estimate of the tender. The tender should at least contain the information referred to in paragraph 1. 2-7.

Paragraph 2. Information about the target company and the tenderer's intention to the target company :

1) Name, address, and CVR no.

2) Current activity, main data from the latest published statement of accounts and recently published expectations for the current financial year.

3) The tenderer's intentions with the target company and strategy for this, including the maintenance of desktops, and any significant change in terms of employment.

4) If the tenderer will allow the target company to make the payment of the target company's funds, cf. § 179 (4) The first 12 months after the takeover offer is implemented, this information shall be provided, including the amount of the payment being made and the amount of the payment.

5) A summary of which people are acting in an understanding with the target company, as well as their relationship with the target company.

6) Any existing fee, incentive programmes and so on to the target company management for takeover bids, any existing fee, incentive programmes, etc.

Paragraph 3. Information about the tenderer :

1) Name and address, and if the tenderer is a company, company CVR no. and organizational form.

2) A summary of the persons or companies acting in understanding with the tenderer and, if these companies, their type, CVR No, name and address and their relationship with the tenderer.

3) If the tenderer is a company, its current activity, the management of the company and the owners of the company.

4) The tenderer ' s undertaking and any amendments thereto, as well as information on the maintenance of jobs and any significant change in terms of employment.

5) How much of the voting rights or the extent of the determinant influence as the tenderer has already acquired or has other ways, including not yet effected handover agreements and special conditions attached to the transferee ; voting rights or the determinant influence. Not yet implemented handover agreements include, inter alia, convertible debt letters, drawing rights, options, and warrants, etc.

6) Any agreements of relevance to the takeover offer, including agreements on the exercise of the voting rights attaching to the stock of the target company, if the tenderer is a party to or is aware of these agreements.

7) The tenderer's right to purchase the shares of the target company during the tender period.

8) Whether the tenderer has been in contact with the company ' s management prior to the acceptance offer and a confirmation that the ban in section 19 is respected.

Paragraph 4. Information on compensation, financing and payment :

1) The name and address of the person or company which on behalf of the tenderer is responsible for the implementation of the tender.

2) The exchange rate offered for each of the target company assets, cf. for the obligation to be offered sections 13 and 14.

3) The motive, cf. in accordance with the obligations of section 16.

4) The compensation offered by the tenderer provides the shareholders and the calculation basis for the compensation, cf. § 344, paragraph. Two, in the corporate law.

5) How the offer is financed.

6) Where the cash payment is made, or if shares are offered in another company, how the exchange rate is fixed, or if a combination of cash payment and shares is offered, how the combination of cash payment and the exchange of shares shall be fixed.

7) If the movers are shares, it shall be informed of the date on which the shares yield the right to benefit, and from which time the voting rights may be exercised.

Paragraph 5. Information on the offer period, acceptance, publication and development :

1) The tendering period, cf. § 9.

2) The shareholders retain their rights in relation to the target company until the tender ends.

3) To the extent that it has a bearing on the offer of payment of dividends during the tender period.

4) That the tenderer has the right to improve the terms of the offer, cf. § 25, paragraph. 1.

5) What actions the shareholders should take to accept the offer.

6) Where and when the outcome of the tender will be published.

7) The timing of when running will take place.

Paragraph 6. Information on legislative decisions, withdrawal rights, entry and admission into trade :

1) What national legislation regulates the agreements concluded between the tenderer and the shareholders as a result of the tender and the competent judicial authorities.

2) The withdrawal right of the competitive offer, cf. Section 26 (1). 3.

3) Intention about the settlement of remaining shareholders in the target company after the offering is complete.

4) Intention about the ownership of the company's shares must continue to be engaged in trade.

Paragraph 7. In addition, for voluntary tenders, information shall also be provided on :

1) The maximum and minimum quantity of shares expressed as a percentage or quantity of the tenderer is committed to the acquisition.

2) Any conditions, cf. Section 18, and the tenderer's ability to reduce or fall from these, cf. § 25, paragraph. 2.

3) The tenderer's obligation to make a compulsory offer, if the conditions set out in section 31, paragraph 1. 6, in the Act on securities trading, etc. are not fulfilled.

§ 11. If, within the tender period, major changes will be made to the tender document submitted information which cannot be considered to be a change in terms under section 25 (3). 1 and the amendments may be deemed necessary to ensure that shareholders may form a well-founded estimate of the tender, the tenderer must publish a notification as soon as possible in the manner prescribed in section 20.

§ 12. A quotation must be approved by the Financial Authority before publication must take place. The Offering must contain information about :

1) the date of acceptance of the tender ;

2) a home page where the tender document can be retrieved, and

3) to which shareholders may direct inquiries to the tender document.

Steer and mooding to duchup offerings

§ 13. The exchange rate offered shall be at least equivalent to the highest price to be paid by the tenderer or persons acting in an understanding with the Tenderer has paid for the already acquired shares in the six months preceding ; the type of contract document approval.

§ 14. If the target company has several shareholdings, a quote 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. § 13.

Paragraph 2. If all the shares are engaged in trade, the stocks of shares in which the tenderer has not acquired shares shall lay down a quoted price exchange rate on a regulated market or an alternative marketplace. The tendering rate must be proportionate to the highest rate in the stock or share of shares in which the tenderer has acquired shares.

Paragraph 3. Only a regulated market or an alternative marketplace is set aside for trade in a regulated market or an alternative marketplace, the rate set for the non-absorbed stock classes shall not be more than 50%. higher than the rate set for the shares taken.

§ 15. The SEC may regulate the rate offered in accordance with sections 13 and 14 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 2. The SEC may, by fixing the tender shed in accordance with paragraph 1. 1 apply

1) the highest rate the tenderer has acquired shares to in the 12 months preceding the tenderer's message, cf. Section 2 (2). 1,

2) the average rate of the 12 months preceding the tenderer's notice pursuant to section 2 (2). 1,

3) the liquidation value of the target company ; or

4) other objective criteria.

Paragraph 3. If the tenderer requests a change to the highest price in accordance with paragraph 1. 1, the request must be submitted to the Financial supervision as soon as possible after the tenderer's publication of the announcement of tenders, cf. Section 2 (2). 1.

§ 16. The tenderer may offer a contribution to the award of voting shares, cash or a combination thereof to tender as a moolation in a dedicated offer.

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 target company engaged in trade in an alternative marketplace, the compensation may also consist of liquid shares available for 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 tenderer or persons acting in understanding with the Tenderer, for a period of six months preceding the publication of the contract document and until notification of the end of the tender, cf. Section 21 (1). 3, against cash has acquired shares representing at least 5%. of the voting rights in the target company.

Conditions

§ 17. Conditions must not be attached to a compulsory offer.

§ 18. Conditions must not be attached to a voluntary tender if the fulfillment of the tenderer has control over.

Agreements on bonuses or similar services

§ 19. The tenderer or a person acting in understanding with the tenderer and the target company must from the time when the bidder or a person acting in understanding with the tenderer begins negotiations with the target company, and until the negotiations are interrupted or a takeover bid is implemented, not conclude agreements or make changes to existing bonus or similar benefits for the purpose of the target company.

Publication and settlement

20. The publication in accordance with this notice shall be carried out by means of a communication, via electronic means at the very least, when the public is in the countries where the Community shares are concerned with trade in a regulated market or an alternative ; marketplace.

Paragraph 2. At the same time, at the same time as its publication, the tenderer or the target company shall send the message to the SEC and the regulated market or the alternative marketplace where the stock has been admitted to trade. The SEC is putting the message on the GL's web site.

Paragraph 3. As soon as possible, after publication of a message, the central management bodies of the target company and the tenderer must inform their representatives or, if there are no such representatives, directly to the employees.

§ 21. Notice of a mandatory offer, cf. Section 2 (2). 1, and a voluntary offer, cf. Section 4 (4). 1, shall be published in the manner in section 20 prior to the publication of another publication.

Paragraph 2. The tenderer must as soon as possible after receipt of the Financial Supplies approval of documents to be drawn up and approved in accordance with this publication, these shall be published.

Paragraph 3. No later than 18 hours after the end of the tender period, the tenderer must publish a notice of whether the offer is prolonged or terminating. The message must contain the preliminary result of the offering. No later than three days after the end of the bid, the final result shall be published.

§ 22. The settlement of the tender must be conducted as soon as possible. The trade day of the execution of the tender shall be no later than three working days after notification of the end of the tender.

Duties of the meal

-23. The central management body of the target company shall compile a statement containing the position of the central executive body on the offer and justification, including the position of the management body of the consequences for the interests of all its companies and the tenderer's strategic plans for the target company and their likely impact on employment and the operating premises.

Paragraph 2. The statement shall be published before the end of the first half of the tender period.

Paragraph 3. If the central executive body receives a separate opinion from the representatives of employees on the impact on employment, the executive body shall publish the opinion as soon as possible.

Paragraph 4. The central executive body shall, if the tenderer shall publish an amendment to the section 25 (5). 1, publish an additional report on the changes made in the event that the amendment implies that the original statement of the central management board is no longer a true one. The statement shall be published before the end of half of the remaining period of the term or, if the remaining tenure period is 14 days or less, within 7 days of the publication of the Appendix.

Paragraph 5. The target company shall as soon as possible after publication in accordance with paragraph 1. Two-four, lay the statement on his website.

§ 24. The target company must send the following material as quickly as possible to the named shareholders in the target company for the tenderer's account :

1) The Offering Nonsee, cf. § 12.

2) The decision, cf. -23.

3) Other information that the tenderer wants to be sent to the target company's named shareholders.

Paragraph 2. The tenderer's right in accordance with paragraph 1. 1, no. 3 is limited to no more than three requests within the tender period. After that, the target company may refuse to forward the information.

Amendment of the offering

§ 25. The tenderer may have up to the end of the time limit specified in section 21 (1). 3, change the terms and conditions of the tender if there is an improvement. For improvements, the tenderer must prepare an addendum to the tender document to be approved by the Financial Authority and shall be published in the prescribed manner in section 20.

Paragraph 2. The tenderer may wai-drop or reduce the conditions laid down by a supplement to the tender document. The amendment shall be approved by the Financial supervision and shall be published in the manner prescribed in section 20.

Paragraph 3. Where changes are made in accordance with paragraph 1. 1 and 2 occur during the last 2 weeks of the tender period, the period of the tender shall be extended to expire 14 days after the publication of the supplement. The total tender period must not exceed 10 weeks respectively, cf. Section 9 (1). 1, or 9 months, cf. Section 9 (1). 3.

Competing offerings

SECTION 26. Notification of a competing tender shall be published before the end of the tender period for the tender or the available offer. The provisions of this notice shall apply by analogous use to competing tenders.

Paragraph 2. The tendering period for the initial tender shall be automatically extended to the expiry of the tender period of the competitive tender unless the Tenderer is withdrawn from the tender. The automatic extension of the initial tender period or revocation shall be published in the manner prescribed in section 20.

Paragraph 3. When a competitive offer is made in accordance with paragraph 1. 1, shareholders who have accepted the tender from the original tenderer may, in three working days after the tender document, revoke their acceptance.

Languessprog, competence, legislative and delegation

§ 27. Documents required to be drawn up pursuant to this notice shall be replaced by the following in Danish.

§ 28. The SEC shall supervise tenders where the target company has its headquarters in this country or in a country outside the European Union which the Union has not entered into in the financial sphere if the shares of the company concerned are concerned with trade in ; a regulated market here in the country, cf. however, paragraph 1 Two and three. 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 SEC shall supervise the tender if the stock market shares are admitted to trading 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 is based. 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 with which the Union has agreed to 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, if the shares of the target company are admitted to trade for the first time on regulated markets in this country and one or more countries within the European Union or countries concluded by the Union in the area of the financial sphere, the target shall be the target undertaking ; determine which of the authorities responsible for overseeing the tender and to inform those regulated markets, the SEC and the supervisory authorities of other countries on the first day on which the shares can be traded on ; in question.

Paragraph 4. The target company must publish its decision as soon as possible in accordance with paragraph 1. 3. Publication shall be carried out in the prescribed manner in section 20.

§ 29. In the cases referred to in section 28 (1). 1, the takeover bids shall be treated in accordance with Danish rules.

Paragraph 2. In the cases referred to in section 28 (1). 2 3, where the Financial supervision is the competent authority, questions relating to the compensation offered in connection with an offer, including in particular the price, and questions relating to the procedure for the tender, and in particular information, are addressed ; 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. Notwithstanding paragraph 28, paragraph 1. 2-3, questions relating to the notification of the company's employees, the attainment of checks and possible derogations from the obligation to make an offer of the supervisory authority in the country of the European Union or the country of the Union ; have concluded an agreement in the financial area where the target company is based, in accordance with the rules of this country.

Pensation and penalty provisions

-$30. The Financial supervision may, in specific cases, dispensers from section 2 (2). 1 and 2, section 3, no. 2, section 4, section 7, section 9, section 16 (4). 2 and 3, section 17, section 19, section 21, paragraph 1. 3, section 23, paragraph. 2, and section 25.

§ 31. The withdrawal of section 2 (2). 1 and 2, sections 4 14, section 16 (4). TWO, ONE. pkt., and paragraph. 3, section 19-23, section 24, paragraph 1. One, section 25, section 26, paragraph. TWO, TWO. pkt., and section 28 (3). Four, punishable by fine.

Paragraph 2. Companies can be imposed on companies, etc. (legal persons) punishable by the rules of the penal code 5. Chapter.

Entry into force

§ 32. The announcement shall enter into force on 1. July, 2014.

Paragraph 2. At the same time, notice No 221 of 10. March, 2010, on takeover bids.

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).