DENMARK Law and Practice Contributed by: Morten Jensen, Elise Ross-Hansen, Frederik André Bork and Paula Grønlund, Bruun & Hjejle
mandatory offer is triggered (see 6.2 Man- datory Offer Threshold ). Contrary to what applies to a voluntary offer, the main conse - quence of an obligation to launch a mandato - ry offer is that the price offered as a minimum must correspond to the highest price paid by the bidder for shares acquired in the target company during the six months preceding the approval of the takeover document. • Reporting obligation – in its memorandum of association or in the articles of association, it is not possible for a company to introduce higher or lower reporting thresholds than those set out in 4.5 Filing/Reporting Obliga- tions . A stakebuilding shareholder reaching, exceeding or falling below these thresholds must thus notify the company and the Danish FSA thereof. • Voting limitations – a stakebuilding sharehold - er must consider any voting limitations that may apply to the target company, including voting ceilings and share classes with differ - entiated voting rights. 4.4 Dealings in Derivatives Under Danish law, dealings in derivatives are allowed, subject to reporting and disclosure obligations. 4.5 Filing/Reporting Obligations Any person directly or indirectly holding instru - ments giving unconditional rights to acquire shares and derivative financial instruments hav - ing an economic effect comparable to hold - ing shares in a listed company must notify the company and the FSA when the holding of such instruments reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, one third, 50%, two thirds or 90% of the voting rights or share capi - tal of the company. Only long positions are tak - en into account when calculating voting rights.
Long positions cannot be netted with short posi - tions that have the same underlying issuer. 4.6 Transparency There is no general obligation to make known the purpose of an acquisition or any intention regarding control of the company. A bidder must publish its intention to launch a voluntary offer as soon as possible following its decision to submit such offer. In addition, the bidder is required, as soon as possible and no later than four weeks after the publication of a voluntary offer or the acquisition of a controlling interest, to publish a takeover document in which information on the bidder’s intentions with the target company and strategy with respect thereto must be included. The obligation to launch a mandatory offer must be published as soon as possible after the bid - der’s acquisition of a controlling interest. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal Whether a transaction needs to be disclosed to the public under Danish law depends on whether a listed company is participating in the transac - tion. Purely private M&A deals need not (as such) be disclosed to the public. However, legal require - ments to register the change of ownership in the Danish Central Business Register and other filing requirements (eg, antitrust) will entail the trans - action becoming public. If a listed company participates in the transac - tion (either as the seller, the buyer or the target),
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