1. Member States shall make subject to this Chapter natural persons and legal entities in public or private law who acquire or dispose of, directly or through intermediaries, holdings meeting the criteria laid down in Article 89(1) which involve changes in the holdings of voting rights in companies incorporated under their law the shares of which are officially listed on a stock exchange or exchanges situated or operating within one or more Member States.
2. Where the acquisition or disposal of a major holding such as referred to in paragraph 1 is effected by means of certificates representing shares, this Chapter shall apply to the bearers of those certificates, and not to the issuer.
3. This Chapter shall not apply to the acquisition or disposal of major holdings in collective investment undertakings.
For the purposes of this Chapter, "acquiring a holding" shall mean not only purchasing a holding, but also acquisition by any other means whatsoever, including acquisition in one of the situations referred to in Article 92.
1. For the purposes of this Chapter, "controlled undertaking" shall mean any undertaking in which a natural person or legal entity:
(a) has a majority of the shareholders' or members' voting rights; or
(b) has the right to appoint or remove a majority of the members of the administrative, management or supervisory body and is at the same time a shareholder in, or member of, the undertaking in question; or
(c) is a shareholder or member and alone controls a majority of the shareholders' or members' voting rights pursuant to an agreement entered into with other shareholders or members of the undertaking.
2. For the purposes of paragraph 1, a parent undertaking's rights as regards voting, appointment and removal shall include the rights of any other controlled undertaking and those of any person or entity acting in his own name but on behalf of the parent undertaking or of any other controlled undertaking.
Member States may subject the natural persons, legal entities and companies referred to in Article 85(1) to requirements stricter than those provided for in this Chapter or to additional requirements, provided that such requirements apply generally to all those acquiring or disposing of holdings and all companies or to all those falling within a particular category acquiring or disposing of holdings or of companies.
Section 2
Information when a major holding is acquired or disposed of
1. Where a natural person or legal entity referred to in Article 85(1) acquires or disposes of a holding in a company referred to in Article 85(1) and where, following that acquisition or disposal, the proportion of voting rights held by that person or legal entity reaches, exceeds or falls below one of the thresholds of 10 %, 20 %, 1/3, 50 % and 2/3, he shall notify the company and at the same time the competent authority or authorities referred to in Article 96 within seven calendar days of the proportion of voting rights he holds following that acquisition or disposal. Member States need not apply:
(a) the thresholds of 20 % and 1/3 where they apply a single threshold of 25 %,
(b) the threshold of 2/3 where they apply the threshold of 75 %.
The period of seven calendar days shall start from the time when the owner of the major holding learns of the acquisition or disposal, or from the time when, in view of the circumstances, he should have learnt of it.
Member States may further provide that a company must also be informed in respect of the proportion of capital held by a natural person or legal entity.
2. Member States shall, if necessary, establish in their national law, and determine in accordance with it, the manner in which the voting rights to be taken into account for the purposes of applying paragraph 1 are to be brought to the notice of the natural persons and legal entities referred to in Article 85(1).
Member States shall provide that at the first annual general meeting of a company referred to in Article 85(1), to take place, with regard to:
Belgium, as from 1 October 1993,
Denmark, as from 1 October 1991,
Germany, as from 1 April 1995,
Greece, as from 1 October 1992,
Spain, as from 15 June 1991,
France, as from 1 October 1991,
Ireland, as from 1 November 1991,
Italy, as from 1 June 1992,
Luxembourg, as from 1 June 1993,
Netherlands, as from 1 May 1992,
Austria, as from 1 April 1995,
Portugal, as from 1 August 1991,
Finland, as from 1 April 1995,
Sweden, as from 1 April 1996,
and
United Kingdom, as from 18 December 1993,
any natural person or legal entity as referred to in Article 85(1) must notify the company concerned and at the same time the competent authority or authorities where he holds 10 % or more of its voting rights, specifying the proportion of voting rights actually held unless that person or entity has already made a declaration in accordance with Article 89.
Within one month of that general meeting, the public shall be informed of all holdings of 10 % or more in accordance with Article 91.
A company which has received a declaration referred to in the first subparagraph of Article 89(1) must in turn disclose it to the public in each of the Member States in which its shares are officially listed on a stock exchange as soon as possible but not more than nine calendar days after the receipt of that declaration.
A Member State may provide for the disclosure to the public, referred to in the first subparagraph, to be made not by the company concerned but by the competent authority, possibly in cooperation with that company.
Section 3
Determination of the voting rights
For the purposes of determining whether a natural person or legal entity as referred to in Article 85(1) is required to make a declaration as provided for in Article 89(1) and in Article 90, the following shall be regarded as voting rights held by that person or entity:
(a) voting rights held by other persons or entities in their own names but on behalf of that person or entity,
(b) voting rights held by an undertaking controlled by that person or entity;
(c) voting rights held by a third party with whom that person or entity has concluded a written agreement which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the company in question.
(d) voting rights held by a third party under a written agreement concluded with that person or entity or with an undertaking controlled by that person or entity providing for the temporary transfer for consideration of the voting rights in question,
(e) voting rights attaching to shares owned by that person or entity which are lodged as security, except where the person or entity holding the security controls the voting rights and declares his intention of exercising them, in which case they shall be regarded as the latter's voting rights,
(f) voting rights attaching to shares of which that person or entity has the life interest,
(g) voting rights which that person or entity or one of the other persons or entities mentioned in points (a) to (f) is entitled to acquire, on his own initiative alone, under a formal agreement; in such cases, the notification prescribed in Article 89(1) shall be effected on the date of the agreement,
(h) voting rights attaching to shares deposited with that person or entity which that person or entity can exercise at its discretion in the absence of specific instructions from the holders.
By way of derogation from Article 89(1), where a person or entity may exercise voting rights referred to in point (h) of the first paragraph in a company and where the totality of these voting rights together with the other voting rights held by that person or entity in that company reaches or exceeds one of the thresholds provided for in Article 89(1), Member States may lay down that the said person or entity is only obliged to inform the company concerned 21 calendar days before the general meeting of that company.
Section 4
Exemptions
If the person or entity acquiring or disposing of a major holding as defined in Article 89 is a member of a group of undertakings required under Council Directive 83/349/EEC(9) to draw up consolidated accounts, that person or entity shall be exempt from the obligation to make the declaration provided for in Article 89(1) and in Article 90 if it is made by the parent undertaking or, where the parent undertaking is itself a subsidiary undertaking, by its own parent undertaking.
1. The competent authorities may exempt from the declaration provided for in Article 89(1) the acquisition or disposal of a major holding, as defined in Article 89, by a professional dealer in securities, insofar as that acquisition or disposal is effected in his capacity as a professional dealer in securities and insofar as the acquisition is not used by the dealer to intervene in the management of the company concerned.
2. The competent authorities shall require the professional dealers in securities referred to in paragraph 1 to be members of a stock exchange situated or operating within a Member State or to be approved or supervised by a competent authority such as referred to in Article 105.
The competent authorities may, exceptionally, exempt the companies referred to in Article 85(1) from the obligation to notify the public set out in Article 91 where those authorities consider that the disclosure of such information would be contrary to the public interest or seriously detrimental to the companies concerned, provided that, in the latter case, such omission would not be likely to mislead the public with regard to the facts and circumstances knowledge of which is essential for the assessment of the transferable securities in question.
Section 5
Competent authorities
For the purpose of this Chapter, the competent authorities shall be those of the Member State the law of which governs the companies referred to in Article 85(1).
Section 6
Sanctions
Member States shall provide for appropriate sanctions in cases where the natural persons or legal entities and the companies referred to in Article 85(1) do not comply with the provisions of this Chapter.
TITLE V
PUBLICATION AND COMMUNICATION OF THE INFORMATION
CHAPTER I
Publication and communication of listing particulars for the admission of securities to the official stock exchange listing
Section 1
Procedures and period of publication of listing particulars and their supplements
Source: EUR-Lex (Publications Office of the EU), © European Union, reuse permitted under Commission Decision 2011/833/EU.
