FINLAND: Fin-FSA provides details on Finland disclosure of holdings during tender offer

Wednesday January 30 2013

In response to a query on the disclosure of holdings by a tender offeror on announcing a bid, Fin-FSA has provided details on Finland disclosure of holdings during tender offer to include the following information:

“There is further information available in the regulations and guidelines of FIN-FSA (in Finnish and Swedish). Unfortunately, a comprehensive set of regulations and guidelines is not currently available in English. Please find below an unofficial translation:

The notification regarding shares acquired during the 12 months preceding the arising of the obligation to launch a bid shall be made at the same time when the offer document is filed for approval with the FIN-FSA. The notification regarding shares acquired between the arising of the obligation to launch a bid and the close of the bid shall be made without delay.

There is not any particular form to complete when notifying the FIN-FSA of dealings. In practice, the notification of the required information may be made in a free-form document.

There are no disclosure rules similar to UK Takeover Rule 8 in Finland. However, obligation to disclose holdings should also be taken into consideration. Under the provisions of the Securities Markets Act, changes in holdings must be disclosed when the holding reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 90 per cent or two thirds of the voting rights or the numbers of shares of the company. Notifications of changes in holdings or voting rights must be made without undue delay.

Please note also the following guidelines (FIN-FSA standard 5.2 b, Disclosure obligation of the issuer and shareholder):

7.5.3 Public Tender Offer

(58) If a shareholder with a proportion of holdings or voting rights exceeding a threshold has given a party planning a public tender offer an undertaking to accept the offer, the undertaking is notified when the tender offer is published. Similarly, the shareholder shall notify of the undertaking to accept the offer after the tender offer is published, even if the tender offer is still conditional.

(59) The bidder shall notify, in connection with publication of the tender offer and during the offer period, the proportion it could reach based on acceptances received. The notification shall be made even if the tender offer is still conditional.

(60) The bidder may have to notify of exceeding or falling below a threshold several times if parties who have accepted the tender offer cancel their acceptances. Similarly, the notification obligation applies to a shareholder who has notified acceptance of a tender offer if he cancels the acceptance.”