DENMARK: FSA publish major shareholder consultation

Tuesday August 18 2015

On 6 August 2015 the Danish Financial Supervisory Authority (FSA) published a consultation concerning an executive order (2015 Order) on major shareholders. Order 688 is intended to replace an older order of the same name published in 2012 (2012 Order).
The proposed changes amend the Danish Securities Trading Act no 532 as well as implementing parts of Transparency Directive Amending Directive (TDAD) 2013/50/EU into domestic law.

Proposals include:

• Currently only financial instruments that give the right to acquire shares such as stock options are covered by disclosure obligations. It is proposed to extend the disclosure obligation to cover financial instruments based on shares, whether they give right to a physical settlement of shares or not. The list of eligible financial instruments is inserted at s2 of the new Order. This list includes marketable securities, options, futures, swaps, forward rate agreements, differential agreements and all other contracts or agreements with similar economic effect to holding shares that can be physically settled or in cash. This change will implement Article 13 1b of the Transparency Directive (2013/50/EU).
• It is proposed in section 3, paragraph 1 that the deadline for the disclosure announcement according to s29 paragraph 1.1 in the Danish Securities Trading Act, should be changed immediately. However, it should be noted that this is only a linguistic clarification and therefore does not affect the substance of this provision.
• It is proposed in section 6 that disclosure limits in relation to financial instruments should only allow for cash settlement to be calculated on an adjusted basis. This proposal sets out that this should be done by multiplying the notional amount of underlying shares of the issuer with the instrument delta. This implements Article 13.1a as listed in the Transparency Directive.
• As a new exception to the disclosure obligation, it is proposed in section 10 that shares acquired for stabilisation purposes should not be included when calculating the amount of ownership in a particular portfolio. The proposed rule implements Article 9.6a in the Transparency Directive.

Comments should be sent by email or post to the FSA by 28 August 2015.

Click on the above link for further details.