BELGIUM Law and Practice Contributed by: Steven De Schrijver and Carl Dotremont, Allegiance Law
ments that extend to data governance practices for AI systems. This regulation, effective as of 1 August 2024 with phased implementation, underscores the importance of responsible data management practic- es that align with EU data ethics and security stand- ards. Fines for not complying with the EU AI Act could go up to 7% of global annual turnover for violations of banned AI applications, up to 3% for violations of other obligations, and up to 1.5% for supplying incor- rect information. In accordance with Belgian public takeover bid reg- ulations, only the FSMA is authorised to declare a public takeover bid and – prior to the FSMA’s public announcement – no party (including the bidder or the target company) is allowed to disclose the initiation of such a bid. This restriction applies even if the target company is obliged to announce the bid launch under the general disclosure obligations. A bidder intending to declare a public takeover bid must first notify the FSMA of its intention and secure the FSMA’s approval before making the offi- cial announcement. Simultaneously, the bidder must complete the requisite filings for the actual initiation of a public takeover bid, which includes providing evidence of funding certainty in the case of a cash offer and submitting a draft prospectus. Once a public takeover bid is announced, withdrawal is typically not permitted, except in specific circumstances. 10. Disclosure 10.1 Making a Bid Public In the event of rumours or leaks concerning a potential bidder’s intentions to launch a public takeover bid, the FSMA has the authority to compel the party con- cerned to disclose its intentions (early disclosure of the announcement if required for the good functioning of the markets or “put up or shut up” as described in 6.1 Stakebuilding ). Special rules govern self-tenders by the issuer of securities. 10.2 Prospectus Requirements The bidder is required to meticulously prepare a pro- spectus for the takeover bid, detailing the bid’s terms and conditions and incorporating essential informa-
tion tailored to the characteristics of the bidder, target company and relevant securities. This includes clear presentation for ease of analysis and comprehension. The Belgian public takeover bid rules specify a mini- mum information checklist for inclusion in the pro- spectus, which must undergo approval by the FSMA before publication. Any new significant facts, sub- stantial errors or inaccuracies emerging or discovered between FSMA approval and the expiry of the bid’s acceptance period must be promptly addressed in a prospectus supplement, which is subject to FSMA approval and dissemination in the same manner as the original prospectus. The prospectus itself is required to be prepared in both Dutch and French, unless the bidder demonstrates that the target company customarily publishes finan- cial information in a specific language – in which case, the FSMA may accept a prospectus in that language. The summary of the prospectus must be drawn up in both Dutch and French. In cases where takeover bid communications are disseminated in only one Belgian official language, the summary may be limited to that language. 10.3 Producing Financial Statements The prospectus for a public takeover bid in Belgium must encompass the bid’s terms, conditions and all necessary information for the public to conduct a comprehensive assessment. Financial details about the bidder and the target, the bid’s characteristics, the bidder’s objectives and the target board’s response memorandum are also essential components. 10.4 Disclosure of Transaction Documents The draft prospectus must be filed with the FSMA. Initial verification will be conducted with the FSMA, where informal comments will be sought. Subse- quently, a definitive version must be submitted to the FSMA for approval and subsequent publication.
11. Duties of Directors 11.1 Principal Directors’ Duties
The responsibilities of directors in Belgium, as out- lined by both Belgian law and possibly the company’s
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