Disclosure Requirements - Denmark

16.06.2011

Disclosure Category: 3

Background and legal basis

Disclosure is required to the issuer and to the Danish Financial Supervisory Authority (FSA).

Note: The FSA provides a standard form for disclosure of beneficial owner voting rights (see oasm.dfsa.dk/uk/issuer.aspx).

The basis for the disclosure obligation is the Consolidated Act no. 214 of 2 April 2008, of the Securities Trading, etc. Act, further amended by amendment numbers 515 and 517, both of 17 June 2008. The act came into force on 1 July 2008.

Notification must be made based on compliance with the rules of the Danish Securities Trading Act and the Danish Companies Act (see http://www.finanstilsynet.dk/).

The disclosure obligation falls on the shareholder.

Obligation to report threshold crossings

Each shareholder must inform the issuer and the Danish FSA of any changes in holdings in a security with regard to the thresholds of voting rights or nominal value of the share capital as follows:

  • If the holding falls below 5%;
  • If the holding reaches, exceeds or falls below any 5% threshold in the range 10% to 100%;
  • If the holding reaches, exceeds or falls below 33⅓% or 66⅔%.

Shares that entitle the shareholder to exercise voting rights indirectly must also be reported in the communications.

Sanctions

The shareholder beneficial owner may lose the economic rights if reporting is not made to the Danish FSA; failure to disclose to the issuer may result in the loss of voting rights.