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)
1. the shares concerned are held for a maximum period of three trading days for the sole purpose of
clearing and settlement, even if the shares are also traded outside an organised market; or
2. a custodian can only exercise the voting rights attached to the shares held in custody under instructions
given in writing or by electronic means.
(3) Voting rights attached to shares provided to or by the members of the European System of Central Banks in
carrying out their functions as monetary authorities shall remain unconsidered when calculating the percentage of
voting rights in the issuer whose home country is the Federal Republic of Germany, if the above transactions are
short-term deals and provided that the voting rights attached to such shares are not exercised. Sentence 1 shall
apply in particular to voting rights attached to shares which are transferred as security from or to a member within
the meaning of sentence 1, and to voting rights attached to shares provided to or by a member under a pledge or
repurchase or similar agreement for liquidity granted for monetary policy purposes or within a payment system.
(4) For the notifying thresholds of 3 percent and 5 percent, the voting rights attached to those shares in an issuer
whose home country is the Federal Republic of Germany shall remain unconsidered that are purchased or sold
by a person who holds himself out on a market on a continuous basis as being willing to buy or sell on own
account financial instruments at prices defined by him (market maker), if this person
1. acts in his capacity as market maker;
2. holds a licence pursuant to section 32 (1) sentence 1 in conjunction with section 1 (1a) sentence 2 no. 4
of the Banking Act (Kreditwesengesetz); and
3. neither intervenes in the management of the issuer nor exerts any influence on the issuer to buy such
shares or back the share price.
(5) Voting rights attached to shares which, in accordance with subsections (1) to (4), remain unconsidered when
calculating the percentage of voting rights, may not be exercised with the exception of subsection (2) no. 2.
(6) The Federal Ministry of Finance may, by means of an Ordinance not requiring the consent of the Bundesrat,
1. determine a lower maximum period for holding shares pursuant to subsection (2) no. 1;
2. issue more detailed provisions concerning the non-consideration of voting rights of a market maker
pursuant to subsection (4); and
3. issue more detailed provisions concerning the electronic means by which instructions may be given
pursuant to subsection (2) no. 2.
Section 24
Notification by group companies
If the notifying party belongs to a group for which consolidated financial statements must be prepared in
accordance with sections 290 and 340i of the Commercial Code (Handelsgesetzbuch), the notification
requirements specified in section 21 (1) and (1a) may be met by the parent undertaking or, if the parent
undertaking is itself a subsidiary, by its parent undertaking.
Section 25
Notification requirements relating to holdings in financial instruments
(1) Anyone holding, directly or indirectly, financial instruments that result in an entitlement to acquire, on one's
own initiative alone and under a legally binding agreement, shares in an issuer whose home country is the
Federal Republic of Germany that carry voting rights and have already been issued, must, without undue delay as
specified in section 21 (1) sentence 1, notify this to the issuer and simultaneously to the Supervisory Authority if
the thresholds set forth in section 21 (1) sentence 1 have been reached, exceeded or fallen below, with the
exception of the three-percent threshold. Sections 23 and 24 shall apply mutatis mutandis. Unless required
otherwise, an aggregation with the holdings as specified in sections 21 and 22 shall not take place.
(2) If several financial instruments specified in subsection (1) refer to shares in the same issuer, the notifying party
must aggregate the voting rights attached to those shares. If a notification under section 21 has already been
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