CHAPTER 2The Danish Securities Council
Activities in 1999
2.1 Regulatory activities
In 1998, the Danish Securities Council initiated a process of modernisation
to update the Executive Orders within its sphere of competence; this work
continued in 1999.
Thus, the Executive Order on the Reporting of Transactions in Securities
Listed on a Stock Exchange etc., was amended in 1999 (Executive Order No. 429 of
8 June 1999), partly due to introduction of a new electronic trading system at
the Copenhagen Stock Exchange.
Moreover, the Danish Securities Council has issued an Executive Order on
Obligations to Make Offers, on Voluntary Take-over Bids, and on Shareholder
Obligations to Disclose Information (Executive Order No. 827 of 10 November
1999), replacing the former Executive Order 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.
With the new Executive Order, Danish regulations on obligations to submit
offers and voluntary take-over bids have been modernised in view of the
developments since 1996, and with international trends being taken into
consideration.
The overall regulation of take-over bids is laid down in Sections 31 and 32
of the Danish Securities Trading, etc., Act, whereas more specific rules are
laid down in an Executive Order issued by the Danish Securities Council.
The new Executive Order includes the following amendments:
– The Executive Order now extends to authorised market places.
– In future, an obligation to submit an offer will be in force if the
acquirer will hold a controlling interest in the company and will be in
possession of more than a third of the voting rights.
– Requirements regarding more information in the offer.
– New regulations on equal treatment of shareholders in certain cases.
– Restructuring of the regulations of publication of the offer
advertisement and offer document in connection with compulsory offers and
voluntary offers.
– Obligations imposed on the board of directors in the target company
requiring that the board members explain the advantages and disadvantages of a
take-over bid to the shareholders.
– The regulations on the cases in which offers may be retracted are
repealed.
– New regulations on the offeror’s opportunities for changing his offer,
where the recipients of said offer benefit from such changes.
– New regulations on situations where several offers compete.
– Clarification of the Danish Securities Council’s authority to grant
exemptions in special cases.
This Executive Order replaces the Danish Securities Council 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.
   
Published by the Danish Securities Council, June 2000
Electronic edition by Netbureauet Araneum |
