DENMARK Law and Practice Contributed by: Dan Moalem, Jacob Bier, Thomas Enevoldsen and Poul Guo, Moalem Weitemeyer
removal of the disclosure obligation for intermediate steps in protracted processes, an increase in the pro - spectus exemption threshold for secondary issuances from 20% to 30%, and the introduction of a simplified follow-on prospectus for issuers that have been listed for more than 18 months. In June 2026, specifically, new rules on the disclosure obligations in protracted processes enter into force. At that point, the general requirement to disclose inside information (as defined by MAR), will no longer apply to inside information related to intermediate steps in a protracted process, including public takeovers, where those steps relate to bringing about particular circumstances or an event. In protracted processes, only the final circumstances or events must be disclosed as soon as possible after they have occurred. 3.2 Significant Changes to Takeover Law A new executive order on public takeover bids was adopted in June 2025 addressing clarifications to the pricing rules applicable to mandatory offers, the pub - lication requirements for takeover bids, and adjust - ments arising from the European Single Access Point (ESAP) Regulation. Although the core framework remains substantively unchanged, the revised rules improve transparency and procedural clarity of the Danish takeover regime. It is not generally customary for a bidder to build a significant stake in a listed target prior to launching a public offer. Danish public M&A practice is relatively transparent and consensus-oriented, and extensive pre-bid accumulations are uncommon. Toehold Stakes and Disclosure Obligations Bidders may, however, acquire a smaller “toehold” stake before announcing an offer, typically through on- market purchases. Such stakebuilding must comply with disclosure obligations under the Danish Capital Markets Act. Shareholders are required to notify the company and the market when their holding reaches or exceeds 5% of the voting rights or share capital, 4. Stakebuilding 4.1 Principal Stakebuilding Strategies General Practice
and at subsequent threshold levels. This transparency limits the scope for discreet accumulation. Mandatory Offer Considerations Particular care must also be taken not to trigger the mandatory offer obligation, which generally arises when a shareholder obtains control, typically at or above one-third of the voting rights. As a result, pre- offer stakebuilding strategies in Denmark tend to be modest and carefully managed to ensure full regula - tory compliance. Pricing Implications The pricing implications of pre-bid purchases are a further consideration. In a mandatory offer, the offer price must equal at least the highest price paid by the bidder during the six months preceding the offer. In both voluntary and mandatory offers, the bidder is required to increase the offer price if it acquires shares at a higher price during the offer period or within six months following its expiry. On-market purchases at prevailing market prices can thus trigger a mandatory offer obligation, which be carried out without offering a premium above the market price. 4.2 Material Shareholding Disclosure Threshold Disclosure Thresholds A shareholder must notify the issuer and the Danish Financial Supervisory Authority (FSA) when its holding of shares or voting rights reaches, exceeds, or falls below 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 and more than 90% of the share capital or voting rights. The one-third (33⅓%) threshold is also significant, as it is generally associated with control and may trigger a mandatory takeover offer obligation, although it is not itself a separate disclosure threshold under the major shareholding rules. Scope and Timing of Notification The obligation applies not only to direct sharehold - ings but also to indirect holdings and certain financial instruments that provide access to shares or voting rights, including derivatives where relevant. Notifi - cation must be made without undue delay, typically no later than four trading days after the shareholder becomes aware, or should have become aware, of crossing the relevant threshold.
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