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)
issued in respect of an attribution pursuant to section 22 (1) sentence 1 no. 5, an additional notification under this
provision shall not be necessary.
(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).
Section 26
Publication obligations of the issuer and transmission to the company register
(1) A domestic issuer shall publish information pursuant to section 21 (1) sentence 1, subsection (1a) and section
25 (1) sentence 1 or pursuant to equivalent provisions of other member states of the European Union or other
signatories to the Agreement on the European Economic Area without undue delay, but not later than three
trading days following receipt of the notification; furthermore, the domestic issuer shall transmit such information
also to the company register within the meaning of section 8b of the Commercial Code (Handelsgesetzbuch)
without undue delay, however not before its publication, to be stored there. Where a domestic issuer reaches,
exceeds or falls below the thresholds of 5 percent or 10 percent through acquisition, disposal or otherwise in
respect of its own shares, either itself or through a person acting in his own name but on the issuer's behalf,
sentence 1 shall apply mutatis mutandis provided that, by way of derogation from sentence 1, a statement is to be
published whose content shall be determined by section 21 (1) sentence 1, also in conjunction with an Ordinance
pursuant to section 21 (2), and that the publication is made not later than four trading days after having reached,
exceeded or fallen below the thresholds specified; if the Federal Republic of Germany is the home country of the
issuer, the three-percent threshold shall also apply.
(2) The domestic issuer shall make the publication pursuant to subsection (1) sentences 1 and 2 and
simultaneously notify the Supervisory Authority of this publication.
(3) The Federal Ministry of Finance may, by means of an Ordinance not requiring the consent fo the Bundesrat,
issue more detailed provisions concerning
1. the contents, nature, language, scope and form of the publication pursuant to subsection (1) sentence 1;
and
2. the contents, nature, language, scope and form of the notification pursuant to subsection (2).
Section 26a
Publication of the total number of voting rights and transmission to the company register
A domestic issuer shall publish in the manner provided for in section 26 (1) sentence 1, also in conjunction with
an Ordinance pursuant to subsection (3) no. 1, the total number of voting rights at the end of each calendar month
during which the number of voting rights has increased or decreased, and simultaneously notify such publication
to the Supervisory Authority in accordance with section 26 (2), also in conjunction with an Ordinance pursuant to
subsection (3) no. 2. Furthermore, the domestic issuer shall transmit such information without undue delay,
however not before its publication, to the company register within the meaning of section 8b of the Commercial
Code (Handelsgesetzbuch) to be stored there.
Section 27
Proof of reported holdings
Any person having made a notification pursuant to section 21 (1), (1a) or section 25 (1) must prove the existence
of the reported holding if so requested by the Supervisory Authority or the issuer whose home country is the
Federal Republic of Germany.
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