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)
Section 30e
Publication of additional information and transmission to the company register
(1) A domestic issuer must make public without undue delay and simultaneously notify the Supervisory Authority
of such publication concerning
1. any change in the rights attached to the admitted securities; and
a. in the case of admitted shares, those rights attached to derivative securities issued by the
issuer himself provided that they grant conversion or acquisition rights in respect of the issuer's
admitted shares;
b. in the case of securities other than shares, any changes in the terms of these securities, in
particular changes in the interest rates or the conditions associated with them, provided that the
rights attached to such securities are indirectly affected thereby;
c. in the case of securities which grant conversion or subscription rights to the creditors in respect
of shares, any changes in the rights attached to those shares to which the conversion or
subscription rights relate;
2. new loan issue with the exception of government bonds within the meaning of section 36 of the German
Stock Exchange Act (Börsengesetz) and the guarantees assumed for such loan issues provided that the
domestic issuer is not a public international body of which at least one member state of the European
Union or another signatory to the Agreement on the European Economic Area is member, or if he does
not issue exclusively securities which are guaranteed by the Federal Government; and
3. information which he makes public in a third country and which may be of importance to the public in the
European Union and the European Economic Area.
Furthermore, the domestic issuer shall transmit such information without undue delay, but not before such
information has been made public, to the company register within the meaning of section 8b of the Commercial
Code (Handelsgesetzbuch) in order to be stored there.
(2) The Federal Ministry of Finance may, by means of an Ordinance not requiring the consent of the Bundesrat,
issue more detailed provisions concerning the minimum content, nature, language, scope and form of the
publication and the notification pursuant to subsection (1) sentence 1.
Section 30f
Exemption
(1) The Supervisory Authority may exempt domestic issuers domiciled in a third country from the duties set forth
in sections 30a, 30b and 30e (1) sentence 1 nos. 1 and 2 if such issuers are subject to equivalent rules of a third
country or if issuers submit to such rules.
(2) Issuers whom the Supervisory Authority has granted an exemption pursuant to subsection (1) must publish, in
accordance with section 30e (1) in conjunction with an Ordinance pursuant to section 30e (2), information on
circumstances within the meaning of section 30e (1) sentence 1 nos. 1 and 2 which must be made available to
the public pursuant to the equivalent rules of a third country, and simultaneously notify the Supervisory Authority
of such publication; furthermore, they must 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) in order to be stored there.
(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 equivalence of the rules of a third country and the exemption of
issuers pursuant to subsection 1.
Section 30g
Exclusion of appeal
A shareholders' resolution shall not be appealed on the grounds of a contravention of the provisions set forth in
this part.
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