The purpose of the obligation to notify major shareholdings is to ensure that potential investors can invest with full knowledge of the ownership and voting rights structure of a listed company.
The rules derive from the Transparency Directive, which is implemented in the Danish Capital Markets Act and in the Executive Order on Major Shareholders.
What does the notification obligation imply?
The notification of major shareholdings covers the obligation for any shareholder who owns shares or financial instruments in a company admitted to trading on a regulated market in Denmark to notify the issuing company and the Danish FSA within four working days, if the ownership reaches, exceeds or falls below the thresholds 5, 10, 15, 20, 25, 50 or 90 percent or 1/3 or 2/3 of the issuing company’s share capital or voting rights.
The obligation to notify major shareholdings applies for both direct and indirect ownership, and a parent undertaking can make one major shareholding notification for the entire group. Please be aware that, in some cases, the parent undertaking is not required to aggregate its own holdings with those managed by a subsidiary, e.g. if the subsidiary is an investment fund which exercises the voting rights independently from its parent undertaking.
When the issuing company receives the notification from the shareholder, the company must publish an announcement to the market within three working days.
How do I notify the Danish FSA?
You have to notify the Danish FSA of your major shareholdings by completing a standard form and uploading it to our reporting system (OAM).