Thursday October 12 2017

News Source: Global Disclosures

Focus: Major Shareholdings

Type: General

Country: Belgium




The Financial Services and Markets Authority (FSMA) has published a Communication to persons intending to acquire, increase or reduce capital of regulated companies.

The first section of the Communication provides information on situations where a decision to acquire or transfer must be notified to the FSMA, this includes:

  • Acquisition notice giving rise to a prudential assessment
  • Notification of transfers of shareholder rights
  • Notification for informative purposes only of acquisitions or transfers of the rights of partners (5% threshold)
  • Acquisition or disposal of an “indirect” interest
  • Parties acting in concert
  • Principle of proportionality

The second section provides information on the formalities which must be completed by the proposed acquirer or transferor, which includes:

  • Formal notification to the FSMA
  • Joint declarations and notifications to an agent
    • Parties action in concert
    • Indirect holdings
    • Possibility of notification to an agent

The final section contains information on the procedures and evaluation criteria used by the FSMA for acquisition notifications which includes:

  • Acknowledgment of Receipt for Acquisition and Increase Notifications
  • Evaluation period and criteria
  • Additional information and suspension of the evaluation period
  • Appeals
  • Supervisory power of the FMSA

The communication entered into force on 1st October 2017.

The Communication provides the following updated forms. An update on the forms annexed to the communication shall be at a later date to take into account work at a European level.

Form A / Declaration of Acquisitions or Increases in Qualified Shareholdings by Individuals

Form B / Declaration of Acquisitions or Increases in Qualified Shareholdings by Legal Persons

Form C / Declaration of Acquisitions or Increases in Qualified Participations by Trusts or Similar Legal Arrangements

Form Cbis / Individual declaration supplementary to the declaration referred to in Form C

Form D / Declaration of an Assignment or Reduction of a Qualified Participation

Form E / Declaration of acquisitions or transfers of securities or shares involving the crossing of the 5% threshold of capital or voting rights

Click on the link above for further information.