Disclosure Requirements - Denmark
Disclosure Category 2
Background and legal basis
Directive (EU) 2017/828 of 17 May 2017 amending Directive 2007/36/EC with regard to the encouragement of long-term shareholder engagement (the second shareholder’s rights directive “SRD II”) has been transposed into Danish Law (L157 of 2018/2019) amending the Companies Act, the Capital Markets Act, the Financial Business Acts in 4 April 2019 (SDR II Law).
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.
Consent
Customers are hereby deemed to consent to disclosure and to the appointment of the requestor (for example, but not limited to the issuer or its agent) as their attorney-in-fact, under power of attorney, to collect from Clearstream Banking such information as is required to be disclosed. Customers not willing to give this consent cannot hold such securities and/or financial instruments in their account with Clearstream Banking.
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 25%;
- If the holding reaches, exceeds or falls below 50%, 90% or 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 right to vote at the Extraordinary General Meeting (EGM), if reporting is not made to the Danish FSA; failure to disclose to the issuer may result in the loss of voting rights.
Shareholder identification as set out in the SRD II Law
The SRD II Law provides for the right for issuers to identify their shareholders.
Issuers can request intermediaries at each level of a custody chain to promptly provide relevant information to facilitate such identification.
In accordance with SDR II Law as amended, an intermediary (in this case, Clearstream Banking) shall, upon receipt of the shareholder identification disclosure request, transmit a similar request to the next intermediaries in the custody chain (that is, Clearstream Banking customers with holdings in the requested securities). A response to the shareholder identification disclosure request shall be sent by every intermediary in the custody chain directly to the recipient's address defined in the request and without delay. Clearstream Banking will generate the response as required, with information regarding the shareholder's identity, limited to Clearstream Banking books only.
Customers are hereby informed and acknowledge that, according to Article 3a, 4 of the SRD II Law, the intermediary that discloses information concerning the identity of shareholders for the purposes of the SRD II rules (including Clearstream Banking) shall not be considered to be in breach of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision.