Employee Share Plans in Europe and the USA - Sorainen

Employee Share Plans in Europe and the USADenmarkThe exemptions outlined below apply equally to Tier 1 and Tier 2 offeringsalthough they follow different sets of rules. 3Exemptions for offers of Unlisted SecuritiesThe following are the relevant exemptions (for offers of Unlisted Securities) fromthe requirements to issue a prospectus:• 100-offeree exemption. Offers of Unlisted Securities addressed to fewer than100 natural or legal persons in Denmark (even if the offer is being made tomore than 100 individuals in a different EU state).• Employee exemption. Unlisted Securities offered, allotted, or to be allotted toexisting or former directors, members of the supervisory board or employees ofthe issuing company or an affiliated company. If the offer constitutes a Tier 1offering of Unlisted Securities (offer of Unlisted Securities with an aggregatevalue above €2,500,000), the exemption only applies if the Unlisted Securitiesare offered, allotted, or to be allotted by the issuing company, provided it alreadyhas securities admitted to trading on a regulated market, or by an affiliatedcompany. 4• Free offers with no element of choice on the part of the employee. If theshare plan entails an offer of shares free of charge with no element of choice onthe part of the employee there is no obligation to publish a prospectus.• Free offers with an element of choice on the part of the employee. If theshare plan entails an offer of shares free of charge with an element of choice onthe part of the employee (the employee decides whether to accept the offer), theoffer is regarded as an offer for zero consideration and will as such be subject tothe exemption for offers of less than €100,000.34Executive Order no. 223/2010 and Executive Order no. 222/2010, respectively.According to CESR's Frequently Asked Questions regarding Prospectuses: Common positions agreedby CESR Members 8 th Updated Version published in February 2009, CESR has adopted a temporaryapproach that applies in cases where a prospectus is required in connection with an offer of securitiesto employees. The approach regarding a short-form disclosure regime shall, in accordance withCESR, apply to offerings of shares, which will be listed or admitted to trading in Denmark, by issuerswhich have securities already admitted to trading on a market or by an affiliated undertaking. Thecompetent authority of the issuer shall scrutinise and approve the prospectus prepared following theshort-form disclosure regime. Once approved, this prospectus can be passported to other MemberStates.UK/1729295/03 29 September 2010