Rapport sur les déclarations de franchissement de seuil de ... - AFG

Rapport du groupe de travail de l’AMF sur les déclarations de franchissement
de seuil de participation et les déclarations d’intention (Octobre 2008)
Part 5
Notification, publication and transmission of changes in the percentage of
voting rights to the company register
Section 21
Notification requirements applicable to the notifying party
(1) Any person (the notifying party) whose shareholding in an issuer whose home country is the Federal Republic
of Germany reaches, exceeds or falls below 3 percent, 5 percent, 10 percent, 15 percent, 20 percent, 25 percent,
30 percent, 50 percent or 75 percent of the voting rights by purchase, sale or by any other means shall, without
undue delay, and at the latest within four trading days, notify this to the issuer and simultaneously to the
Supervisory Authority in compliance with section 22 (1) and (2). In respect of certificates representing shares, the
notification requirement shall apply exclusively to the holder of the certificates. The notification period set forth in
sentence 1 begins at the point when the notifying party learns or in consideration of the circumstances must have
learned that his/her percentage of the voting rights has reached, exceeded or fallen below the above-mentioned
thresholds.
(1a) Any person who, at the time the shares are admitted for the first time to trading on an organised market,
holds 3 percent or more of the voting rights in an issuer whose home country is the Federal Republic of Germany,
shall notify this issuer and the Supervisory Authority pursuant to subsection (1) sentence 1. Subsection (1)
sentence 2 shall apply mutatis mutandis.
(2) Domestic issuers and issuers whose home country is the Federal Republic of Germany within the meaning of
this part are only those whose shares are admitted to trading on an organised market.
(3) The Federal Ministry of Finance may, by means of an Ordinance not requiring the consent of the Bundesrat,
issue more detailed provisions concerning the contents, nature, language, scope and form of the notification
pursuant to subsection (1) sentence 1 and subsection (1a).
Section 22
Attribution of voting rights
(1) For the purpose of notification requirements under section 21 (1) and (1a), the following voting rights attached
to shares in the issuer whose home country is the Federal Republic of Germany shall be equivalent to the voting
rights of the notifying party:
1. voting rights of a subsidiary of the notifying party;
2. voting rights of a third party which are held by such third party for the account of the notifying party;
3. voting rights which are assigned as security by the notifying party to a third party, unless such third party
is authorised to exercise the voting rights attached to the shares and declares its intention to do so
independently of the notifying party's instructions;
4. voting rights in respect of which usufruct has been created in favour of the notifying party;
5. voting rights which may be acquired by the notifying party by a declaration of intent;
6. voting rights which have been entrusted to the notifying party or which it may exercise by means of proxy
voting, provided that the notifying party may exercise the voting rights attached to the shares at its own
discretion in the absence of specific instructions from the shareholder.
For the purpose of attribution pursuant to sentence 1 nos. 2 to 6, subsidiaries of the notifying party shall be
deemed equivalent to the notifying party. Any voting rights of a subsidiary shall be attributed in full to the notifying
party.
(2) Any voting rights attached to shares in the issuer whose home country is the Federal Republic of Germany
which belong to a third party shall also be attributed to the notifying party in full if the notifying party or its
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