Chapter 1 - The tasks of the Danish Securities Council
Chapter 2 - The activities of the Danish Securities Council in 1996
Appendix
The stock exchange reform embodied in the adoption of the Danish Securities Trading, etc. Act in December 1995 led to a liberalisation of the securities market in Denmark. The changed structure resulted in a need to strengthen the supervision of the securities market.
Thus, the Danish Securities Council was established at the same time as the Danish Securities Trading, etc. Act entered into force on 1 January 1996.
The primary object of the Danish Securities Council is to ensure an efficient Danish securities market by laying down the fundamental framework of this market with due regard being paid to dealers, issuers and investors. In addition, the Danish Securities Council is to ensure that the Danish securities market complies with international standards and thus be fully able to compete.
The Danish Securities Council consists of representatives for dealers, issuers and investors which ensures that the interests of all market participants are considered.
During its first year of existence the Danish Securities Council concentrated on laying down the fundamental framework of the Danish securities market, but has also been involved in various specific matters which this report will elaborate on.
The Danish Securities Council's work is directed towards the future. Of course it will take some time for the Danish Securities Council to reach decisions concerning transparency on the securities market and thoroughly to analyse the fundamental principles on the securities market. Thus, the Danish Securities Council will continue to work for an adequate and smooth development on the securities market, both nationally and internationally.
The Danish Securities Council, May 1997
Erik Hoffmeyer
Chairman of the Danish Securities Council
The Danish Securities Council has been set up pursuant to Act No. 1072 of 20 December 1995 on Securities Trading, etc.
The activities of the Danish Securities Council have been defined in Executive Order No. 254 of 28 March 1996 on the Rules of Procedure of the Danish Securities Council.
Pursuant to section 83 (5) of the Act the rules of procedure have been approved by the Danish Minister for Business and Industry.
By Royal Order of 30 December 1996 legislation and matters concerning regulation and supervision of financial undertakings were transferred from the Danish Ministry of Business and Industry to the Danish Ministry of Economic Affairs. The competence in relation to the Danish Securities Council previously resting with the Minister for Business and Industry was from this date on transferred to the Danish Minister of Economic Affairs.
Pursuant to section 83 of the Danish Securities Trading, etc. Act the objects of the Danish Securities Council are to be instrumental in promoting a smooth Danish securities market which is so efficient, transparent and competitive that it will be attractive to issuers, investors and securities dealers and which will comply with international standards.
One of the purposes of the Danish Securities Council's supervision of the market is to create optimal conditions for the securities transactions so that the trading in securities will take place in a fair and proper manner.
Through its supervision of the market the Danish Securities Council is to ensure that all necessary steps will be taken to ensure an efficient protection of investors and an efficient provision of capital to issuers.
Besides, the Danish Securities Council is to ensure that clearing business is conducted in an adequate and proper manner and that it considers the commercial terms of the securities trading in competition with the securities markets in other countries.
Through its supervision of the market the Danish Securities Council is to ensure that stock exchanges and clearing centres in reality are open for foreigners and that they comply with international standards.
Finally, the Danish Securities Council is, through its supervision of the market, to work for a fair pricing of Danish listed securities. The objective is to ensure efficient financing opportunities for Danish issuers of securities and to create the best possible security and transparency for investors.
In short the tasks of the Danish Securities Council with respect to its supervision of the market are to ensure adequate and proper protection for all market participants and to ensure that the international competitiveness of the Danish securities market is maintained and improved.
The Danish Securities Council supervises the market in close and regular interaction with the companies on the securities market, including the stock exchanges.
The supervision of the market is to be effected in such a manner that the Council may unite - in an appropriate manner and in close contact with the market - the various interests in making generally accepted and binding decisions and rules concerning the overall matters on the securities market, see below.
The Danish Securities Trading, etc. Act provides that the Danish Securities Council shall lay down specific rules governing the following:
Moreover, the Danish Securities Council may lay down rules governing:
Various rules issued by certain market participants, i.e. stock exchanges, authorised market places and clearing centres, shall be notified to the Danish Securities Council pursuant to the Danish Securities Trading, etc. Act.
This applies to:
The Danish Securities Council may direct stock exchanges, authorised market places and clearing centres to amend the rules laid down by them or to lay down supplementary rules.
The Danish Securities Council makes decisions in a number of specific cases such as:
The Danish Securities Council is the Board of Appeal in cases concerning decisions made by stock exchanges, authorised market places, clearing centres and central securities depositories in matters of a far-reaching and fundamental nature.
Finally, the Danish Securities Council may offer its opinion in matters submitted to it by the Danish Financial Supervisory Authority, including questions as to whether an undertaking or a market meets the conditions for carrying on stock exchange business.
The Danish Securities Council consists of 11 members with financial or legal knowledge as well as insight into the securities market.
The Danish Minister of Economic Affairs appoints the chairman and deputy chairman who shall represent general social interests. The chairman shall have financial and commercial expertise whereas the deputy chairman shall have legal and commercial expertise.
The other members and their substitutes are appointed by the Danish Minister of Economic Affairs on the recommendation of a number of organisations.
Thus, Danmarks Nationalbank nominates one member, the Danish Insurance Association (Assurandør-Societetet), the Labour Market Pension Council (AMPR - Arbejdsmarkeds-pensionsrådet) and the Company Pension Funds Association (Foreningen af Firmapensionskasser) nominate two members jointly, the Labour Market Supplementary Pension Scheme (ATP) and the Employees' Capital Pension Fund (LD) nominate one member jointly. The Danish Securities Dealers Association (Børsmæglerforeningen) nominates two members. The Danish Bankers' Association (Finansrådet) and the Federation of Danish Investment Associations (InvesteringsForeningsRådet - previously the Joint Committee of Danish Investment Companies (Danske Investeringsforeningers Fællesrepræsentation)) nominate one member jointly. The Association of Danish Mortgage Banks (Realkreditrådet) nominates one member and the Confederation of Danish Industries (DI), the Danish Shipowners' Association (Danmarks Rederiforening) and the Danish Chamber of Commerce (Det Danske Handelskammer) nominate one member jointly.
The members are elected for up to 4 years at a time.
A member of the Danish Securities Council and substitutes for a member must not at the same time be a member of the management of a stock exchange, an authorised market place, a clearing centre, a central securities depository, an authorised money-market broker or a securities broker.
The Danish Securities Council makes its decisions subject to a simple majority of votes, cf. section 83 (4) of Danish Securities Trading, etc. Act and Article 7 in the rules of procedure of the Danish Securities Council.
On 1 January 1997 the Danish Securities Council consisted of:
Erik Hoffmeyer (chairman), former Governor of Danmarks National-bank
Mette Christensen (deputy chairman), vice-president
(Appointed by the Danish Minister for Business and Industry)
Erik Behn, managing director
Substitute: Kurt Anker Nielsen, vice-managing director
(Nominated jointly by the Confederation of Danish Industries, the Danish Shipowners' Association and the Danish Chamber of Commerce)
Mette Täby, economist
Substitute: Birthe Werner, securities manager
(Nominated jointly by the Labour Market Supplementary Pension Scheme and the Employees' Capital Pension Fund)
Niels Roth, director
Substitute: Kaj Østergaard Mortensen, vice-director
Niels-Erik Hemmingsen, director
Substitute: Henry Nielsen, bank director
(Nominated by the Danish Securities Dealers Association)
Karsten S. Knudsen, managing director
Substitute: Kaj Steenkjær, chief executive
(Nominated jointly by the Danish Bankers' Association and the Federation of Danish Investment Associations)
Hugo Andersen, group managing director
Substitute: Sven-Karsten Topp, securities manager
(Nominated by the Association of Danish Mortgage Banks)
Jens Thomsen, Governor of Danmarks Nationalbank
Substitute: Jørgen Ovi, vice-director
(Nominated by Danmarks Nationalbank)
Bent Nyløkke Jørgensen, managing director
Substitute: Knud Nissen, director
Bent Vestergaard Christensen, director
Substitute: Lars Steen Hansen, director
(Nominated jointly by the Danish Insurance Association, the Labour Market Pension Council and the Company Pension Funds Association).
The Danish Financial Supervisory Authority acts as a secretariat for the Danish Securities Council, cf. section 84 (1) of the Danish Securities Trading, etc. Act.
Pursuant to section 5 of Executive Order No. 254 of 28 March 1996 on the Rules of Procedure of the Danish Securities Council, the secretariat submits to the Danish Securities Council the cases which the Danish Securities Council is under an obligation to consider, cf. section 1.2.2 to 1.2.6, or which, in the opinion of the secretariat, should be submitted. The secretariat executes the decisions of the Danish Securities Council and keeps the Council informed of its day-to-day business.
The secretariat may make decisions on matters where the Danish Securities Council has delegated the decision-making power to the secretariat or where the Danish Securities Council has laid down guidelines for the consideration of such matters and matters which can be decided according to the fixed practice of the Danish Securities Council or which the secretariat deems to be routine cases.
Unless otherwise decided by the Danish Securities Council, the secretariat conducts the necessary negotiations in connection with the activities of the secretariat with public authorities, organisations, financial undertakings subject to supervision and private individuals. Moreover, the secretariat handles international cooperation.
In 1996 the Danish Securities Council issued a total of 7 executive orders on the fundamental framework for the market participants on the Danish securities market.
These executive orders are:
The above executive orders are partly an updating of the rules in force so far with respect to the Danish Securities Trading, etc. Act's liberalisation of the securities market (abolition of the monopolisation of the companies on the market so that several stock exchanges, etc. can be established), partly the issue of new rules in a number of areas which so far have not been regulated by law or only been so to a limited extent, for instance the obligation to submit an offer and reporting.
The following comments can be attached to the individual executive orders:
The purpose of the above executive orders, which have been issued in pursuance of Part 12 of the Danish Securities Trading, etc. Act, is to continue the implementation of Directive 89/298/EEC of 17 April 1989 coordinating the requirements for the drawing-up, scrutiny and distribution of the prospectus to be published when transferable securities are offered to the public.
The purpose of the above executive order, which has been is-sued in pursuance of sections 23, 24 and 25 of the Danish Securities Trading, etc. Act, is to continue the implementation of Directives 80/390/EEC, 82/148/EEC, 87/345/EEC, 90/211/EEC and 94/18/EEC coordinating the requirements for the drawing-up, scrutiny and distribution of the listing particulars to be published for the admission of securities to official stock exchange listing.
The purpose of the above executive order, which has been is-sued in pursuance of sections 22, 26, 30 and 93 of the Danish Securities Trading, etc. Act, is to continue the implementation of Directives 79/279/EEC, 82/121/EEC and 82/148/EEC coordinating the conditions for the admission of securities to official stock exchange listing.
The purpose of the above executive orders, which have been issued in pursuance of sections 33 and 93 of the Danish Securities Trading, etc. Act, is to implement Article 20 in Directive 93/22/EEC of 10 May 1993 on investment services in the securities field. Accordingly, a new obligation has been imposed, namely to the stock exchange/competent stock exchange authority of the home Member State to report transactions in EU-securities which are not to be reported to the host Member State.
The rules governing take-over bids are a considerable tightening of the regulation of take-over bids as regards the procedure in connection with submission of a bid (deadlines, requirements regarding the document of the offer, etc.) just as any failure to comply with the provisions laid down in the executive order will be penalised with a fine.
Reference is made to sections 2.2 and 2.3 with respect to the Danish Securities Council's administration of the above executive orders.
The Danish Securities Council issued the executive orders in the spring of 1996 under a considerable pressure of work since the issue was to be completed by 1 May 1996. Therefore, the rules were largely a copy of the previous rules. Accordingly, the Danish Securities Council decided that the rules should be re-viewed within a short span of time. At the turn of the year 1996/97 this review was commenced, the Danish Securities Council asking a number of organisations and others for their comments on the present rules. In light hereof the Danish Securities Council expects a renewed issue of the executive orders during 1997/1998.
As regards the general supervision of the market reference is made to section 1.2.1.
The Danish Securities Council's supplementary supervision of the market involves securities dealers, the companies and other players on the market including issuers and investors.
In 1996 the Danish Securities Council was notified of rules issued by the market operators the Copenhagen Stock Exchange, the Danish Securities Centre (Værdipapircentralen) and the FUTOP Clearing Centre (FUTOP Clearing-centralen A/S).
When the Danish Securities Council has received the rules issued by the market operators, the Danish Securities Council may direct them to amend the rules notified or the Council may lay down supplementary rules for these areas, cf. section 3 and section 83 (7) of the Danish Securities Trading, etc. Act.
In a few cases the Danish Securities Council has asked for further comments on the rules submitted which has led the market operators to change the rules themselves.
During the past year the Danish Securities Council has considered many general topics some of which have led to specific decisions, see below under section 2.3.
With respect to competence in general, the Danish Securities Council has discussed the distribution of competence between the Danish Securities Council and the Danish Financial Supervisory Authority, the Copenhagen Stock Exchange and the Consumers' Ombudsman, respectively.
In connection with the issue and administration of the Executive Order on the Reporting of Transactions in Securities Listed on a Stock Exchange, etc., the extent and the contents of the obligation to report have been discussed as well as the possibilities of granting exemption to small and medium-sized securities dealers, primarily banks, for whom a direct obligation to report will be too onerous.
A number of questions as to principle in connection with exemption in other specific cases - concerning offer prospectuses, accounting information, obligation to submit offers, etc. - have been discussed.
The consideration of rules notified by market operators has given rise to general questions about for instance the transparency on the securities market and the contents of the so-called "best execution" concept.
Besides, in 1996 the Danish Securities Council considered 11 offer prospectuses in pursuance of the Executive Order on Prospectuses at the First Public Offer of Certain Securities. They have been published through the information system of the Danish Commerce and Companies Agency.
Section 2 of the Danish Securities Trading, etc. Act
A Danish lawyer of a foreign company asked whether so-called sub-name contracts in the foreign company were covered by section 2 of this Act.
It appeared from the material submitted that a sub-name does not obtain ownership or co-ownership of any part of the assets of the foreign company and that the rights of sub-names according to the contract cannot be transferred to any third party without written consent from the company. Thus, in the opinion of the Danish Securities Council the sub-name contracts submitted were not securities covered by section 2 of the Act.
In this connection the Danish Securities Council did not decide whether sub-name contracts in general are covered by the Act.
Section 29, etc. of the Danish Securities Trading, etc. Act
For the sake of shareholders covered by section 1 (6) of the Executive Order No. 332 of 23 April 1996 on the Reporting of Transactions in Securities Listed on a Stock Exchange, etc. issued by the Danish Securities Council, cf. section 29 of the Danish Securities Trading, etc. Act, the Danish Securities Council forwarded a guidance on these rules to a number of trade organisations requesting them to inform their members hereof.
It appears from the guidance that, pursuant to section 29 of the Act, anyone who holds shares in a company with shares listed on a stock exchange shall immediately notify the stock exchange and the company upon acquisition of at least 5% of the shares (voting rights or the share capital) and report any changes in ownership already notified for each change of 5%.
Section 1 (6) of this executive order provides that anyone who is or will be covered by section 29 of the Danish Securities Trading, etc. Act shall report to a stock exchange unless reporting is made by a company obliged to report.
Generally, a company obliged to report typically does so when the transfer takes place through the trading systems of a stock exchange, but not if the transfer takes place by way of gift, inheritance or in connection with intercompany trading. In such cases it is necessary to make a separate reporting in order to fulfil the obligation.
Finally, it appears from the guidance that, pursuant to section 7 (2) of the executive order, the Copenhagen Stock Exchange has issued "Rules governing Shareholders' Reporting of Transactions to the Copenhagen Stock Exchange" which provide how the reporting is to be effected and which information the reporting is to contain.
Obligation to report pursuant to section 33 of the Danish Securities Trading, etc. Act
It appears from section 33 (2) of the Danish Securities Trading, etc. Act that the Danish Securities Council may decide that an obligation to report shall also rest with others than the securities dealers covered by section 4 of the Danish Securities Trading, etc. Act which provides that a "securities dealer" shall mean credit institutions, investment companies, mortgage credit institutes and credit institutions which hold special authorisation.
On this basis the Danish Securities Council has decided and informed the companies in question that institutions established by special law which issue bonds listed on the Copenhagen Stock Exchange and which to a certain extent deal in listed securities through own holdings shall report transactions in securities listed on a stock exchange in so far as such transactions are made with counterparties not under an obligation to report.
Part 12 of the Danish Securities Trading, etc. Act
A Danish lawyer of a foreign company asked whether a mini-prospectus concerning a so-called sub-name contract intended to be offered to many investors was covered by Part 12 of the Act (prospectuses at the first public offer of certain securities).
In this connection the Danish Securities Council evaluated the documents and the information submitted in relation to section 43 (2) of the Danish Securities Trading, etc. Act and section 1 (3) of the Danish Securities Council's Executive Order No. 329 of 23 April 1996 on Prospectuses at the First Public Offer of Certain Securities where the securities covered by the rules governing public offers are stated.
On this basis the Danish Securities Council did not find that the documents in question concerning a sub-name position in the foreign company were covered by Part 12 of the Act.
Section 84 (2) of the Danish Securities Trading, etc. Act
A journalist asked for access to inspect minutes from meetings of the Danish Securities Council, correspondence and files concerning a specific topic.
With reference to section 14 of the Danish Act on Free Access to Public Records and section 84 (2) of the Danish Securities Trading, etc. Act, cf. section 50 b of the Commercial Banks and Savings Bank Act, with respect to secrecy, the Danish Securities Council informed the journalist that the Council was not entitled to grant him access to the material concerned.
Section 1 of the Danish Marketing Practices Act
The prospectus and supplementary prospectus of a company had been submitted to the Danish Securities Council before the first public offer of shares, cf. Part 12 of Act No. 1072 of 20 December 1995 on Securities Trading, etc.
It was subsequently pointed out to the Danish Securities Council that in connection with the subscription for shares the company had in an advertisement underlined that the shares offered by the company had been prepared pursuant to the Danish Securities Trading, etc. Act and had been presented to the Danish Securities Council.
In this connection the Consumers' Ombudsman established that the underlined text was contrary to section 1 of the Danish Marketing Practices Act since it could not be regarded as being in conformity with the principles of fair competition to use the fulfilment of general regulatory requirements as a competitive parameter when corresponding offers of securities must be done according to the same rules and procedures.
Section 4 (1) of Executive Order No. 328 of 22 April 1996 on Statement, Notification and Publication of Major Holdings in Companies which have Shares Admitted to Listing on a Stock Exchange issued by the Danish Commerce and Companies Agency
An association asked on behalf of members of the Copenhagen Stock Exchange for exemption from the obligation to notify an issuer and the stock exchange of major holdings of the share capital or votes, cf. section 4 (1) of the executive order.
The Danish Securities Council complied with the request on the condition that the holding was part of the association's current business, that the holding was not used to interfere with the company's administration, that the holding would not last for more than 5 business days and that the next 5% limit would not be exceeded.
The exemption was granted for the present.
Section 26 (2) of Executive Order No. 331 of 23 April 1996 on the Conditions for the Admission of Securities to Stock Exchange Listing issued by the Danish Securities Council
Two listed companies asked for exemption from the requirement with respect to presentation of half-yearly accounts, cf. section 26 (2) of the executive order.
The companies found that the accounting information might be misleading to the shareholders and moreover might seriously damage the companies and involve a risk to the companies' international competitiveness.
The Danish Securities Council complied with the request with respect to the half-yearly accounts for the period 1996 up to and including 1997.
Exemption pursuant to section 1 (2) of Executive Order No. 332 of 23 April 1996 on the Reporting of Transactions in Securities Listed
on a Stock Exchange, etc. issued by the Danish Securities.
With reference to the fact that the access to grant exemption is primarily intended to be used for small and medium-sized banks which have a limited trade in securities, the Danish Securities Council asked the banks through the Danish Bankers' Association that any applications for exemption be submitted before 26 August 1996 containing information about the applicant's turnover during the 1st half of 1996 of listed securities both as regards own holdings and as regards customers and enclosed a statement from the bank's management to the effect that the reporting of transactions in securities would be effected in some other manner, i.e. through an institution under an obligation to report.
Based on the applications received, the Danish Securities Council established that applicants with a total turnover of DKK 500 million and less after the first six months could be granted an exemption.
Accordingly, on 1 April 1997 exemption was granted to 111 banks whereas rejections were given to 16 applicants.
As appears from annex 1 the above 111 banks' total turnover of listed securities after the first six months of 1996 only accounted for about 0.18% of the total turnover at the Copenhagen Stock Exchange during the same period. Moreover, it appears from annex 2 and 3 that the proportion of turnover, in terms of amounts, between transactions in securities for customers and transactions in securities with own holdings is 11 to 89 whereas the proportion in terms of the number of transactions for customers and the number of transactions with own holdings is 3 to 1.
The exemptions will be in force until the beginning of 1998.
Section 1 (2) of Executive Order No. 332 of 23 April 1996 on the Reporting of Transactions in Securities Listed on a Stock Exchange, etc. issued by the Danish Securities Council.
A bank had asked to be informed of the transactions which, pursuant to Executive Order No. 332 on the Reporting of Transactions in Securities Listed on a Stock Exchange, etc. issued by the Danish Securities Council on 23 April 1996, are to be reported to the Copenhagen Stock Exchange.
The bank referred to a power of attorney concluded with another bank under an obligation to report. The Danish Securities Council had received a copy of an agreement on individual portfolio management and a description of transactions carried out in portfolio management through the immediate trading system of the other bank and according to written order. Moreover, the Council had received copy of a note to a customer of the bank signed by the bank.
It appears from section 1 (1) and (2) of the above executive order that a securities dealer, including a bank, cf. section 4 (3) of the Danish Securities Trading, etc. Act, who participates in agreements concerning transfer in ownership (transactions) of securities admitted to listing on a stock exchange, shall report transactions. The reporting shall be effected to the stock exchange where the security has been admitted to listing. Pursuant to section 1 (2) the Danish Securities Council may in exceptional cases grant exemption from the obligation to report stated in subsection (1) provided that it has been ensured that the transactions in securities will be reported in some other manner. Such exemption will be granted for 1 year, but may be renewed.
According to the Danish Securities Council's previous information to the bank, it was a condition for obtaining exemption that the bank's turnover of listed securities during the first six months of 1996 did not exceed DKK 500 million. Only with a turnover below this limit can exemption be granted if a statement from the board of directors is submitted to the effect that there is an agreement on reporting through another bank under an obligation to report.
The agreement on individual portfolio management concluded with another bank under an obligation to report did not change these conditions since the bank as principal was still responsible for the transactions made, including reporting to the Copenhagen Stock Exchange, just as other trade through the bank's own holdings was to be reported by the bank.
As regards customer transactions through the other bank's immediate trading system and by written order from the bank, such transactions were effected and reported by the other bank, but appeared on a customer note made out by the bank.
Accordingly, the Danish Securities Council informed the bank that it was to report all transactions through the bank's own holdings in securities listed on the Copenhagen Stock Exchange effected by the bank or on behalf of the bank by agreement with another bank.
As regards customer transactions, these were also to be reported by the bank unless the bank clearly indicated to the customer that the transaction had been effected through the other bank under an obligation to report which had arranged the transfer of the securities in the Danish Securities Centre.
Collective investment undertakings' obligation to report in relation to section 1 (6) of Executive Order No. 332 of 23 April 1996 on the Reporting of Transactions in Securities Listed on a Stock Exchange, etc. issued by the Danish Securities Council.
Pursuant to section 1 (6) of the above executive order, cf. section 29 of the Danish Securities Trading, etc. Act, reporting shall be effected when the voting right conferred on the acquired shares represents at least 5% of the share capital's voting rights or their nominal value accounts for at least 5% of the share capital or there is a change in a holding already notified which entails that limits at intervals of 5% from 10% to 100% and limits of 1/3 and 2/3 of the share capital's voting rights or nominal value are reached or are no longer reached or the change entails that the limits stated in section 29 (3), item 1, of the Danish Securities Trading, etc. Act, are no longer reached.
By request the Federation of Danish Investment Associations (the Joint Committee of Danish Investment Companies) was informed that when calculating its share holdings a collective investment undertaking must consider the total portfolio in the undertaking, cf. the principle laid down in section 23 of the Danish Act on Collective Investment Undertakings.
Section 2 (1), 1st clause, and section 8 of Executive Order No. 333 of 23 April 1996 on Shareholders' Obligations to Disclose Information and on the Obligation to Submit an Offer when a Shareholder Acquires the Majority of the Voting Rights or a Controlling Influence in a Listed Company issued by the Danish Securities Council.
A foreign company which had acquired the majority of the voting rights in a Danish company asked for exemption from the time limit stated in section 2 (1), 1st clause, according to which the acquirer shall, not later than four weeks after the acquisition, allow all shareholders to dispose of all their shares on identical terms.
Basing its decision on the fact that the acquirer had been unable to fix the final transfer price of the shares in the Danish company, the Danish Securities Council complied with the request. At the same time the Danish Securities Council laid down a time limit within which an offer was to be submitted.
Section 4 (1), item 9, of Executive Order No. 333 of 23 April 1996 on Shareholders' Obligations to Disclose Information and on the Obligation to Submit an Offer when a Shareholder Acquires the Majority of the Voting Rights or a Controlling Influence in a Listed Company issued by the Danish Securities Council.
A number of Danish companies and one foreign company wanted individually to take over the share majority of a Danish listed company. In this connection the companies submitted competing offers to the shareholders of the listed company.
In response to competing offers each company raised its offer several times.
Only the price of the offer originally made was changed. The shareholders who might already have signed and handed in their acceptance to a company making an offer were entitled to consider themselves free in relation to such acceptance if the offeror submitted a higher offer.
In connection with the changes in the offered prices, the respective companies making the offers applied to the Danish Securities Council for permission to extend the period during which the original offer was open.
Pursuant to section 4 (1), item 9, of the above Executive Order the period during which the offer is open shall be not less than 4 weeks and not more than 10 weeks. An increase of the price compared with an offer already made shall be regarded as a new offer which in principle requires a new period during which the offer is open of not less than 4 weeks.
For the sake of the listed company the Danish Securities Council granted exemption from the minimum time limit set out in the above Executive Order so that a new period during which the offer is open could be shorter than 4 weeks. However, for the sake of the shareholders a minimum time limit of 14 days was maintained.
Specification of turnover in the first half of 1996 for institutions which have been granted exemption from the obligation to report.
The specification comprises the institutions which on 24 April 1997 had been granted exemption.
Number of institutions: 111
| Transactions | Clients | Own portfolio | Total |
| Number | 6.746 | 2.262 | 9.008 |
| Average | 61 | 20 | 81 |
Total for all applicants who have been granted exemption1):
| Market Value | Share turnover | Bond turnover | Total turnover |
| DKK | 186.336.663 | 6.195.799.086 | 6.710.169.476 |
As a percentage of the Copenhagen Stock Exchange´s turnover 2):
| Share turnover | Bond turnover | Total turnover | |
| Per cent | 0,17 | 0,17 | 0,18 |
Source: The Copenhagen Stock Exchange A/S´s Interim Statement for 1996 -Appendices: 1, 15, 22. - has been used to calculate the percentage.
1) Total turnover includes share, bond and futures and options trades.
2) The Copenhagen Stock Exchange´s total turnover includes futures and options.
The turnover ratio between securities trades for clients and trades relating to the institution, s own portfolio.
Institutions which have been granted exemption from the obligation to report.
The ratio between the number of transactions carried out for clients and transactions relating to the institution, s own portfolio.
Institutions which have been granted exemption from the obligation to report.