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

Section 28
Loss of rights
Rapport du groupe de travail de l’AMF sur les déclarations de franchissement
de seuil de participation et les déclarations d’intention (Octobre 2008)
Voting rights attached to shares held by or attributed to a notifying party pursuant to section 22 (1) sentence 1
nos. 1 or 2 are not valid during the period for which the notification requirements pursuant to section 21 (1) or (1a)
have not been met. This does not apply to claims under section 58 (4) and section 271 of the German Stock
Corporation Act (Aktiengesetz), provided that the notification was not deliberately omitted and was made after the
fact.
Section 29
Guidelines of the Supervisory Authority
The Supervisory Authority may establish guidelines which it shall use to judge in standard cases whether or not
the preconditions are met for an action to fall under notification requirements or whether the prerequisites for an
exemption from the notification requirements pursuant to section 21 (1) are fulfilled. The guidelines shall be
published in the electronic Federal Gazette (elektronischer Bundesanzeiger).
Section 29a
Exemptions
(1) The Supervisory Authority may exempt domestic issuers domiciled in a third country from the duties set forth
in section 26 (1) and section 26a if such issuers are subject to equivalent rules of a third country or if they submit
to such rules.
(2) Issuers who have been granted an exemption pursuant to subsection (1) by the Supervisory Authority must
publish in the manner specified in section 26 (1) sentence 1, also in conjunction with an Ordinance pursuant to
subsection (3), and must simultaneously notify the Supervisory Authority of information on circumstances which
corresponds to the information specified in section 21 (1) sentence 1, subsection (1a), section 25 (1) sentence 1,
section 26 (1) sentences 1 and 2 as well as section 26a and which must be made available to the public pursuant
to the equivalent rules of a third country. Furthermore, such information must be transmitted 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.
(3) For the purpose of the attribution of voting rights pursuant to section 22, a company domiciled in a third
country which would have required a licence for conducting portfolio management services pursuant to section 32
(1) sentence 1 in conjunction with section 1 (1a) sentence 2 no. 3 of the Banking Act (Kreditwesengesetz) if it had
its registered office or head office in Germany, shall not be deemed a subsidiary within the meaning of section 22
(3) in respect of the shares managed by such company as part of its portfolio management services. This
presupposes that the company complies with requirements concerning its independence that are equivalent to
those governing investment services enterprises pursuant to section 22 (3a), also in conjunction with an
Ordinance pursuant to section 22 (5).
(4) 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) and of companies pursuant to subsection (3).
Section 30
Trading days
(1) For the purpose of calculating the time limits for notifications and publications pursuant to this Part, all
calendar days except Saturdays, Sundays or public holidays that are legally recognised in at least one Federal
State shall be deemed trading days.
(2) The Supervisory Authority shall make available a calendar of trading days under its Internet address.
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