Law (2006:451) On Public Takeover Offers On The Stock Market

Original Language Title: Lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden

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1 Cape. Introductory provisions



The scope of the law



section 1 of this Act provides for public

takeover bids for shares.



The law does not apply to public takeover offers that

of shares issued by the offeror.



It provided for in the law of shares shall also apply to

shareholders ' rights vis-à-vis those who hold shares on behalf of his

or her behalf (depositary receipts).



Definitions



section 2 of this Act, the expression "



1. the public offer: a public offering to

holders of shares issued by a Swedish or

Foreign limited liability company to transfer all or part of the

those shares,



2. listing: as set out in Chapter 1. 5 § 3 Act (2007:528) on

securities market and foreign companies that have

authorisation to operate a regulated market from the branch in Sweden,



3. bidders: anyone who leaves a public takeover bid,



4. Group: those groups referred to in Chapter 1. 11 and

12 § § the Swedish companies Act (2005:551), at which point it is said about

the parent companies should also apply to other Swedish or foreign

legal entities other than public limited companies, and



5. regulated market: it referred to in Chapter 1. 5 § 20 Act on

the securities market. Law (2010:2072).



Chapter 2. Obligations of Offeror



1 of a public takeover bid in respect of such shares

referred to in the second subparagraph may be made only by the person to

the stock market that drives the regulated market where the shares of the company

admitted to trading is committed to



1. follow the rules as the stock market has set for such

deals, and



2. submit to the sanctions by the Exchange may decide by

violation of these rules.



The first subparagraph shall apply on public takeover bids

relating to the



1. shares in a Swedish limited liability company, whose shares are listed

to trading on a regulated market in Sweden,



2. shares in a foreign company, whose shares are listed

to trading on a regulated market only in Sweden,



3. shares in a foreign company, whose shares are not

took note of the State of which the company is domiciled but is

admitted to trading on a regulated market in Sweden and is

admitted to trading on another regulated market also in

The European economic area, if the shares first

was admitted to trading on the regulated market in Sweden, or



4. shares in a foreign company, whose shares are not

took note of the State of which the company is domiciled but is

admitted to trading on a regulated market in Sweden and

the first time they were occupied to trading then was occupied to the trade

at the same time on one or more other regulated markets

within the European economic area, if the company has

notified to the financial supervision authority shall be the regulatory authority.



The financial supervision authority shall publish a notification that

referred to in the second subparagraph of paragraph 4. Law (2007:568).



section 2 of the offeror shall, in connection with an offer according to

1 § left inform the financial supervision authority if the offer and

commitment to the stock market.



If the offeror publishes information about a planned

offer, the information at the same time be submitted to

The Swedish financial supervisory authority. Law (2007:568).



section 3 of the offeror shall, within four weeks from an offer

According to § 1 establish an offer document and in

The financial supervision authority may apply for approval of the. In 2 a Cape.

Act (1991:980) financial instruments are

additional provisions for such an act.



If there are special reasons, the financial supervision authority may extend the

the deadline in the first paragraph.



3 Cape. Mandatory bid



Conditions for mandatory bid shall be incurred



1 § anyone who does not hold any shares or holds shares

represents less than three tenths of the votes for

all of the shares in such a company referred to in the second subparagraph

and through the acquisition of shares in the company, either alone or together

with any related according to § 5, achieves a shareholding

no fewer than three-tenths of the votes for

all shares in the company shall



1. immediately publish the amount of his or her

shareholding in the company is, and



2. within four weeks then make a public

takeover bid in respect of the remaining shares in the company

(mandatory).



The first subparagraph shall apply in the case of the acquisition of shares in Swedish

joint-stock companies whose shares are admitted to trading on a regulated

market or an equivalent market outside the European

economic area.



In section 4 provides for the financial supervision authority may decide

that bid obligations to be performed by other than permitted by

This section. Law (2007:568).



section 2 of the provisions in section 1 if mandatory bid also applies if



1. someone who does not hold any shares or holds shares

represents less than three tenths of the votes for

all of the shares in such a company referred to in paragraph 1 of the other

subparagraph, by action on the part of the company's or any other

shareholder's page, alone or with someone who is

related according to § 5 achieves a shareholding representing

at least three-tenths of the votes for all the shares and

then, other than through a public offering on

acquisition of the remaining shares in the company, increasing its share of votes

through the acquisition of one or more shares in the company, or



2. a närståendeförhållande under 5 § 1 or 4 is established and

the parties thus together achieves a shareholding which

no fewer than three-tenths of the votes for all

shares in such a company referred to in paragraph 1.



If the mandatory bid arises as referred to in the first subparagraph 2 shall be subject to the following.

Bid obligation shall, in the cases referred to in § 1, carried out by

the parent company or similar legal entity

referred to in Chapter 1. 2 § 4, and, in the cases referred to in § 4, of the

whose shareholding represents the largest share of votes for

total number of shares in the company. If several related in the latter

the case holds as votes, answering each of them for

to bid against civil.



In section 4 provides for the financial supervision authority may decide

that bid obligations to be performed by other than permitted by

This section.



section 3 of the provisions of paragraphs 1 and 2 shall not apply if someone achieves a

shares representing at least three-tenths of

number of votes cast for all of the shares through a public

take-over bid relating to the total number of shares in the company.



section 4 If there are special reasons, the Swedish financial supervisory authority to decide

that bid obligations to be performed by someone who is related to the

that is messed notifiable under section 1 or 2.



Meaning of the term related



for the purposes of paragraph 5 of article 1 shall be regarded as related



1. companies in the same group as the acquirer,



2. spouse or common-law spouse of the purchaser,



3. children of the transferee under the acquirer's custody,



4. with whom has reached an agreement to by

a coordinated exercise of the right to vote to adopt a long-term

common position with a view to obtaining a controlling interest

over the company's management, as well as



5. anyone who collaborates with the customer in order to achieve

control of the company.



Conditions for mandatory bid shall lapse



section 6 On public takeover bids were raised under 1-4 sections and the bid to redeem

or, as the case may be, someone who according to paragraph 5 of the related

to him within four weeks from the time the bid requirement

arose sells shares so that the shareholding does not represent

three-tenths of the votes of the total number of shares in the company,

is no longer mandatory. The same applies if the

bid to redeem, or company within the same time to take

any other measure that the shareholding does not

no fewer than three-tenths of the votes for all

shares in the company.



If the mandatory bid and the bid to redeem within four weeks

from the moment the bid obligations arose calls for redemption of

the remaining shares in accordance with Chapter 22. Swedish companies Act (2005:551),

is no longer mandatory. If such a request for redemption

withdrawn, rejected or dismissed, the mandatory bid.



If the mandatory bid requirement no longer applies because of what is said in

first or second subparagraphs, should the purchaser immediately

publish this. Law (2010:2072).



4 Cape. Information for employees



§ 1 an offeror domiciled in Sweden shall inform their

employees of a given public offer and if

the offer document. The information shall be provided as soon as

takeover bid and the offer document has

its publication.



section 2 of the Board of Directors of such companies as referred to in Chapter 3. 1 section

paragraph, and to the shareholders of a public

takeover bid is submitted, shall inform their employees about

takeover bid if the offer document and its

recommendation to shareholders on the occasion of the

the takeover offer. The information shall be provided as soon as

the takeover offer, the offer document and

the recommendation has been published.



paragraph 3 of the Information referred to in paragraphs 1 and 2 shall be submitted to the

trade unions representing workers in the

information obligation. Information shall also be provided to

workers who are not represented by any

workers ' organization.



Chapter 5. Defence measures



section 1 Of the Board or the Chief Executive Officer of such

companies referred to in Chapter 3. 1 paragraph, due

information derived from the who intends to leave a

public takeover bid in respect of shares in the company, has

reasonable cause to believe that such an offer is near

pending, or if such an offer has been made, the

the company only after the decision of the general meeting of shareholders to take action,

that is likely to worsen the conditions of the offer

delivery or implementation.



By way of derogation from the first subparagraph, the company search

alternative deals.



Chapter 6. Provision on the breakthrough in the articles of Association



paragraph 1 of the articles of Association of such companies as referred to in Chapter 3.

1 section, it may be a breakthrough


as provided for in this chapter. In such a case, the

2-6 §§ apply.



A decision to introduce such a provision referred to in

the first paragraph of the articles of Association is valid only if it has

been advised by all shareholders present at the general meeting

and these together representing at least nine tenths of

total number of shares in the company.



The company shall inform the supervisory authority of the Member State or

States of the European economic area in which the company's

shares are admitted to trading on a decision in accordance with the second

paragraph.



2 § If someone has made a public offer according to

Chapter 2. § 1 in respect of shares in a company whose articles of Association

includes a provision referred to in § 1, shall not apply to

pre-emption subject according to Chapter 4. section 27 of the companies Act (2005:551)

When such transfer of shares under

the offer. Nor does it apply to any restrictions on the

transfer of shares in an agreement between the shareholders.

Law (2010:2072).



section 3 Of the general meeting, in the cases referred to in section 2, shall take

whether the company shall take such action as referred to

in Chapter 5. section 1, a provision in the articles of association or in

an agreement between shareholders that restrict the number of votes

a shareholder may cast at a general meeting not have effect. In the event of a

such meetings shall forward all shares with equal rights to share

in the company's assets and profits shall have the same voting power.



section 4 If an offeror who, following a public

takeover bid pursuant to Chapter 2. 1 §, has achieved a

shareholding of at least three-quarters of the shares in

a corporation, the articles of association contain a provision

section 1, requests that the general meeting convened to amend

the articles of association or to remove or appoint

Board members, should take place as soon as possible.

Notice of meeting shall be issued no earlier than four weeks and no later than two weeks prior to the

the annual general meeting. For the purposes of Chapter 7. 56 c §

Swedish companies Act (2005:551) to those in the section dedicated

the forms shall be made available on the company's website under

at least two weeks prior to the general meeting and the date of

meeting. Law (2010:1517).



5 § At a general meeting of shareholders to be held on the occasion of a request

According to section 4, all shares with equal rights to share in

the company's assets and profits shall have the same voting power in deciding which

concerning a question of changing the articles of association or a matter of

to dismiss or elect Board members.



At such meeting, such a provision in

the articles of association or in agreements between shareholders that restrict

the number of votes a shareholder may cast at a general meeting of shareholders

Miss effect. The same applies to such a provision in

the articles of association that provides a particular shareholder special

rights in the election of Directors.



section 6 Of the application of such a provision referred to in paragraph 1 of the

means that a shareholder's or another's rights lapses

or deteriorate, the offeror shall pay equitable remuneration to the

the holder of the right.



Chapter 7. Supervision, etc.



paragraph 1 of the financial supervision authority supervises the application of the provisions of 2-Chapter 5.

is followed.



In Chapter 6. 1 (a), (c) and (d) of the Act (1991:980) on trade in

financial instrument contains provisions that give

The financial supervision authority has the right to



-get the data Inspectorate need their monitoring,



-prohibit a public offer, and



-prohibit the advertising relating to a public offer.



Special fee



section 2 If an offeror has not made such a commitment that

described in Chapter 2. 1 and therefore the financial supervision authority has banned

the offer referred to in Chapter 6. 1 c paragraph Act (1991:980)

financial instrument, the financial supervisory authority

decide that the offeror shall pay a special fee.



The special levy shall be at the rate of not less than 50 000 SEK and

a maximum of 100 million kronor.



Levy belongs to the State.



For fee also applies the provisions of Chapter 6. 3 (b) § first

paragraph 1 and 3 c-3 (e) of the law on financial

instruments. Law (2007:374).



Prohibition to accept an offer document



section 3 of the financial supervision authority shall not accept such a

offer document referred to in Chapter 2. section 3, unless the bidder

has made such a commitment described in Chapter 2. 1 §.



Interpretative communication



paragraph 4 of the financial supervision authority shall give notice of

whether the mandatory bid is subject to the provisions of Chapter 3. or

whether a particular action is contrary to the

the provisions on defence measures in Chapter 5. Such an application

can be done by anyone who has a legitimate interest in the matter.



Dispensation



5 § If there are special reasons, the financial services authority after

the application may grant exemption from the provisions on mandatory bid and

defensive measures. The exception may be subject to conditions.



An application referred to in the first subparagraph may, in the case of public takeover bids,

made by a shareholder in such a company referred to in Chapter 3. 1

section or anyone else with a legitimate interest in

the thing.



An application referred to in the first subparagraph may, in the case of

defensive measures, made by such companies as referred to in Chapter 3.

1 section.



Injunction



section 6 of the financial supervision authority may impose on those who do not fulfill their

mandatory bid pursuant to Chapter 3. 1 § making correction in pursuing

bid obligation, sell so many shares that the mandatory bid is no longer

or dissolve such närståendeförhållande as

referred to in Chapter 3. 5 § 1, 4 or 5 so that mandatory bid is no longer

apply.



The financial supervision authority may impose on those who do not inform their

employees according to Chapter 4. to make correction in pursuing

the obligation to inform.



The financial supervision authority may impose on a company that does not conform to what

by way of derogation from Chapter 5. 1 § if certain actions by the company to

make correction by canceling the operation.



An injunction under the first, second or third subparagraph,

combined with a penalty.



Prohibition to represent shares



section 7 for a ban pursuant to Chapter 6. 1 c paragraph law

(1991:980) on trade in financial instruments or a

notice under section 6 of the first paragraph has been given, may

The financial supervision authority may decide that the prohibition or

the injunction against may not represent the shares

He or she holds in the company to the shareholders a

public take-over bid be submitted or to be submitted.



section 8 If there are special reasons, the financial supervision authority may request

that the district court appoints a suitable person as trustee

representing such shares in accordance with section 7 may not be represented by

the owner. Such applications are heard by the District Court of the place where the

the owner is domiciled, or if the owner does not live in

Sweden, the Stockholm District Court.



A trustee is entitled to reasonable compensation for the work and

out of pocket expenses. The financial contribution shall be paid by the owner of the shares. If

the debtor does not accept the trustee's claim,

fixed remuneration of the District Court.



Announcement of decision



paragraph 9 of Decision in matters referred to in paragraphs 4 and 5 shall be published, if

the decision means that an application is upheld in whole or in part.

The Declaration shall be carried out immediately or, if there are special

reasons, at that later date as the financial supervision authority or, in the

where appropriate, such an agency referred to in section 10 of the shots.

Government or authority the Government determines

announce details relating to the announcement.



Delegation of management tasks



section 10 of the Government or, by authority of the Government,

The financial supervision authority may provide that matters

referred to in paragraphs 4 and 5, and Chapter 2. paragraph 3 of the second paragraph and Chapter 3. 4 §

may be decided by a body with representatives of representative

the business community. In cases that are dealt with by such an agency shall

the following provisions of the Administrative Procedure Act (1986:223) are applied:



-sections 11 and 12 of his disqualification,



-paragraph 14 of the party's right to communicate orally,



-section 15 if the annotation of data;



-16 and 17 sections of the party entitled to receive information,



-section 20 on motivation of decisions,



-section 21 first-third paragraphs of the notice of decision,



-26 § correcting typos and the like, as well as



-27 and 28 § § for a review of the decision.



Enforcement cooperation



section 11 of the financial supervision authority shall in its supervisory activities

cooperate and exchange information with foreign competent

authorities to the extent that follow a decision of the European Parliament

and Council Directive 2004/25/EC of 21 april 2004 on

takeover bids.



Some Swedish limited liability companies subject to Declaration concerning supervision



section 12 Of the shares in a Swedish limited liability company, whose shares are not

earlier, admitted to trading on a regulated market in

Sweden and nor are admitted to trading on a

State, be admitted to trading at the same time by two or more

regulated markets in other countries of the European economic

area than Sweden, the following applies. The company shall at

the first trading day determine the regulatory authority in the

States shall be competent to supervise

public takeover bids for shares in the company by

to notify the regulated markets and

supervisory authorities. Law (2007:568).



Fees for monitoring, etc.



section 13 to pay FSA supervision in accordance with the

This law requires the institutions that are subject to FSA

supervision to pay annual fees. The Government may announce

regulations on such charges. If the financial supervision authority according to

section 10 has transferred to another body to take certain decisions

If the mandatory bid or defensive measures may this body take out a

reasonable fee by the applicant for work and costs.



Chapter 8. Appeal, etc.



paragraph 1 of the decision of such a body as referred to in Chapter 7. section 10 may

be appealed to the financial supervision authority of the decision concerns, if

It's been him or her against. The appeal shall be made

in writing. In the letter, the complainant must specify the decisions

appeal and the change requested.



Letter of appeal must have been submitted to the Agency

who made the order under appeal within three weeks from the


date on which the complainant received part of the decision. In the cases referred to in 7

Cape. 4 or 5 section shall, if the appeal of other than

the applicant, the appeal have been received within three weeks from the

the decision was announced.



The bodies referred to in the first subparagraph if the appeal hearing

have been received in due time. In doing so, apply the provisions of 24

and 25 of the Administrative Procedure Act (1986:223).



A decision by the body referred to in the first subparagraph to refuse

a letter of appeal for late submission must

appealable in the same order as the decision in the main action.



section 2 of the financial supervision authority and the authority referred to in Chapter 7.

10 § may provide that a decision shall apply immediately.



section 3 of the Swedish financial supervisory authority's decision under this Act may be appealed

of General Administrative Court.



Leave to appeal is required in the case of appeal to the administrative court.



If the financial supervision authority has taken a decision in such an issue as

referred to in Chapter 7. 4 or 5 sections, without the

judicial review of a decision of such a body referred to in 7

Cape. section 10, applies to Chapter 8. paragraph 1 in respect of the time of

the appeal of the Inspectorate's decision.



Transitional provisions



2006:451



1. This law shall enter into force on 1 July 2006.



2. By way of derogation from Chapter 6. 2, 3 and 5 of the agreement between

shareholders shall apply only to agreements concluded

After the april 21, 2004.



3. By way of derogation from Chapter 2. section 1 shall, in addition to the

the said section, shall apply to takeover bids as

of shares in a foreign company, if the shares on May 20, 2006

were listed as stated in Chapter 2. 1 paragraph 4 and

The financial supervision authority within four weeks from the date that you have specified for

consultation has agreed with the other supervisory authorities concerned

that inspection shall be competent to exercise supervision.



4. By way of derogation from Chapter 7. section 12 if a Swedish company's obligation

to determine the regulatory authority shall have jurisdiction

shall apply by analogy in respect of the company's shares prior to the May 20, 2006

admitted to trading in several other States of the European

economic area than Sweden and they had been

to trade there at the same time, as well as the relevant regulatory agencies do not

within four weeks from the date that you have specified has agreed

the authority shall be competent to exercise supervision.

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