Doing Business in the Netherlands 2012 - American Chamber of ...

Doing Business in the Netherlands 2012
manipulation apply. Examples of market manipulation are sending
incorrect or misleading signals with regard to the price of financial
instruments, maintaining the price at an artificial level or
disseminating information that may send a misleading signal with
regard to the price of financial instruments.
22.2.6 Major Holdings Disclosure
Chapter 5.3 of the FSA contains reporting requirements in respect of
major holdings in Dutch public companies (i.e., the so-called NVs),
the shares of which are listed on an EU regulated market (“Issuing
Institutions”). These include:
a) reporting requirements applicable to Issuing Institutions
themselves in respect of their issued share capital (e.g.,
reporting requirements for each change of 1% in issued share
capital or more when compared with the issued share capital
at the time of the previous notification);
b) initial and ongoing reporting requirements for managing
directors and supervisory directors of Issuing Institutions in
respect of their voting rights and participating interest in both
the Issuing Institution and the so-called “related Issuing
Institutions”; and
c) ongoing reporting requirements for shareholders and other
persons holding a right to vote at the shareholders’ meeting of
an Issuing Institution.
The scope of the overview below is limited to the reporting
requirements listed under (c) above.
Pursuant to the FSA, any person or entity acquiring or losing control
over shares in the issued capital of an Issuing Institution must report
such change if it leads to a transgression of one of the thresholds laid
down in the FSA. The following thresholds are currently applicable:
5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%.
The reporting requirements are applicable to changes in both the
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