DENMARK: Finastilynet responds to query concerning Denmark takeovers dealings disclosures during an offer period

Tuesday September 25 2012

When asked whether the Danish Takeover rules impose a “opening position disclosure” requirement (at the commencement of a tender offer period) and a “Denmark dealing disclosure” requirement (any dealings and positions in the relevant securities of the offeree or offeror during the tender offer period), as in the UK, the Danish Regulator responded as follows:

The Danish rules on notification of holdings are as follow:

“Anyone holding shares in a company as mentioned in section 1(2) and (5) shall give notice to the company of holdings of shares in the company, if

1) the voting rights conferred on the shares represent no less than 5 per cent of the share capital`s voting rights or their nominal value accounts for no less than 5 per cent of the share capital, or

2) changes in a holding already notified mean that the thresholds of 5, 10, 15, 20, 25, 50 or 90 per cent, or thresholds of one-third or two-thirds of the voting rights or nominal value of the share capital are reached or are not longer reached, or the changes mean that the thresholds defined in no. 1) are no longer reached.” This rule is from section 2 in the Executive Order on Major Shareholders. The Executive Order can be read in English at this link: http://www.finanstilsynet.dk/graphics/Finanstilsynet/Mediafiles/newdoc/EO/EO274_210307_H.pdf.

These rules apply before, during and after a tender offer period.

Before a tender offer period starts the acquirer(mandatory bid) or offeror(voluntary bid) shall publish an offer document. It is a requirement that the offer document contains information about the proportion of voting rights or the scope of the controlling interest which the offeror has already acquired or has charge of in some other way. The Danish rules on Takeover Bids can be read in English via this link: http://www.finanstilsynet.dk/en/Regler-og-praksis/Translated-regulations/Executive-Orders/~/media/Regler-og-praksis/2012/EO221_2010.ashx.“