takeover bids and mandatory bids - etusivu - … financial supervision authority issued on 19...

Standard 5.2c

Takeover b ids and mandatory b ids

Regulations and guidelines

THE FINANCIAL SUPERVISION AUTHORITY Issued on 19 October 2004

5 Disclosure of information Valid from 1 March 2005 until further notice

Takeover bids and mandatory bids 5.2c

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TABLE OF CONTENTS

1 Application __________________________________________ 4

2 Objectives ___________________________________________ 5

3 International framework________________________________ 6

4 Legal basis __________________________________________ 7

5 Interpretation of tender offers as referred to in the Securities Markets Act (takeover bids) _____________________________ 8

5.1 Scope of application of the provisions ________________________8

5.2 Equivalent treatment in takeover bids ________________________9

5.3 Consideration offered in takeover bids ________________________9

5.4 Time allowed for acceptance of the bid and extension of the period 10

5.5 Conditional bid _________________________________________10

5.5.1 Bids conditional on proportion of holdings or voting rights ___10

5.6 Disclosure of the result of the bid___________________________12

6 Mandatory bids ______________________________________ 13

6.1 Scope of application of the provisions _______________________13

6.2 Commencement of obligation to make a bid __________________13

6.3 Calculation of voting rights ________________________________13

6.4 Consideration offered in mandatory bids _____________________14

6.5 Notifying the FIN-FSA of concluded transactions _______________16




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6.6 Exemption from obligation to make a bid_____________________16

7 Measurement of securities consideration __________________ 17

7.1 Measurement principles __________________________________18

7.2 “Any higher price paid” (chapter 6, section 7 of the Securities Markets Act) ___________________________________________18

7.3 Compensation obligation (chapter 6, section 6, subsection 5)_____19

7.4 Notification and compensation procedure (chapter 6, section 5) ___20

8 Offer document ______________________________________ 21

9 Reporting to the FIN-FSA ______________________________ 22

10 Further information___________________________________ 23

11 Obsolete guidelines and regulations ______________________ 24

12 Appendix: Minimum requirements concerning the offer document25




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1 APPLICATION

Issued on 19 October 2004 Valid from 1 March 2005

(1) The standard applies to any natural or legal person who makes a public tender offer for shares admitted to public trading, or securities carrying entitlement thereto as referred to in the Companies Act. The standard also applies to any shareholder whose proportion of voting rights attached to a company's shares exceeds two thirds, when the company's shares or securities carrying entitlement thereto have been admitted to public trading.




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2 OBJECTIVES


(1) The standard deals with principles related to tender offers (hereafter referred to as takeover bids), the duty of redemption (hereafter generally referred to as mandatory bids), measurement of securities consideration, and preparation of the offer document.


(2) The purpose of this standard and of regulating takeover bids and redemption offers (hereafter referred to as mandatory bids) is to promote and ensure investor protection in the bids and support corporate acquisition markets in situations where the offeree company is listed.


(3) The purpose of the interpretations presented in the standard is to lay down a code of conduct for the securities markets and promote market reliability and investors' access to information.




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3 INTERNATIONAL FRAMEWORK


(1) The objectives and principles of the International Organization of Securities Commissions (IOSCO) as referred to in its Objectives and Principles of Securities Regulation, February 2002 have been recognised in the standard, in particular principle 14 that requires adequate, accurate and timely disclosure of the issuer's financial position and other essential factors affecting the value of its securities. According to the principle, one of the crucial items of regulation concerns the acquisition of control of the company. The shareholders shall also be granted sufficient time and essential information for assessing the bid. In addition, the shareholders shall be afforded equivalent treatment.




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4 LEGAL BASIS


(1) Directive 2004/25/EC of the European Parliament and of the Council on takeover bids entered into force on 20 May 2004. The directive must be implemented in national legislation by 20 May 2006.


(2) National provisions on takeover and mandatory bids are presented in chapter 6 of the Securities Markets Act. The contents of the offer document and the method of providing the required information may be governed by a decree issued by the Ministry of Finance. No such decree has been issued. Therefore interpretations are presented in this standard and its appendices.




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5 INTERPRETATION OF TENDER OFFERS AS REFERRED TO IN THE SECURITIES MARKETS ACT (TAKEOVER BIDS)

5.1 Scope of application of the provisions

Binding Issued on 19 October 2004 Valid from 1 March 2005

(1) The provisions on tender offers (here referred to as takeover bids) in chapter 6 of the Securities Markets Act apply to anybody who launches a takeover bid for shares admitted to public trading1 or securities carrying entitlement thereto under the Companies Act.

Recommendation Issued on 19 October 2004 Valid from 1 March 2005

(2) The provisions on takeover bids concern situations where the shares have been admitted to public trading and the bid is made for such shares or securities carrying entitlement thereto under the Companies Act, also when those securities are not themselves admitted to public trading.


(3) A takeover bid is a public offer made for example in the media or via letters addressed to the security holders known to the offeror. An offer made to a very limited and separately designated group of security holders is not considered a takeover bid. A group with whom the offeror can negotiate bid terms separately can be considered such a limited group.


(4) In situations where any one shareholder has become obliged to buy shares on the basis of a takeover defence mechanism (a so-called poison pill) in the articles of association, the shareholders' position and need for information resemble those in takeover bids. The provisions on takeover bids shall be followed as applicable also in those situations. 1 As referred to in chapter 3, sections 10 and 12 of the Securities Markets Act.




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(5) In joint sales, where the agent of one buyer or several buyers acting in concert collects sales orders and thus shares from shareholders with a subsequent intent of transferring such shares to the buyer or buyers acting in concert, the provisions on takeover bids shall also be followed as applicable.

5.2 Equivalent treatment in takeover bids


(6) The offeror shall afford the security holders equivalent treatment.


(7) Consequently, the bid shall be submitted to all holders of the class of securities referred to in the bid. In addition, the bid terms must be equivalent. During the bid period and immediately thereafter, the offeror is not entitled to buy securities referred to in the bid from any holders of such securities on more favourable terms.


(8) A limited or conditional bid as such does not treat the holders of securities unequally. The bid may for example concern only a certain part of the holdings. Such a limitation must, however, be the same for all security holders.


(9) The bid may also concern only a specific class of securities. If the offer concerns all shares admitted to public trading, it shall also be extended to concern shares subscribed prior to the closure of the bid on the basis of warrants or options (hereafter referred to as warrants) or convertible bonds.


(10) In order to ensure an equivalent treatment in the bid, the considerations offered for different security classes shall be fair and reasonable with respect to each other.2

5.3 Consideration offered in takeover bids


(11) The offeror can offer other types of consideration than cash, such as its own shares. If the consideration offered is other than cash, the offeror must provide essential and sufficient information on the consideration to allow an assessment of the bid. If the consideration offered is securities, the offeror must provide essential and sufficient information on them.3

2 See Government bill 318/1992. 3 Primarily prospectus information as referred to in chapter 2, section 3 of the Securities Markets Act.




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5.4 Time allowed for acceptance of the bid and extension of the period


(12) The offeror sets the time allowed for acceptance of the bid, i.e. the bid period. A potential extension of the period can be included in the terms offered.


(13) Notice of an extension of the bid period shall be given prior to the closure of the bid but definitely no later than on the second banking day after the close of the bid. The procedure for extending the bid period shall be described in the terms of the bid.


(14) The bid period shall be no less than two weeks, in order to grant the shareholders time to study the terms offered and assess the bid. Because the takeover bid can hamper the operations of the offeree company, complicate submission of a competing bid and postpone the mandatory bid, the Financial Supervision Authority (FIN-FSA) considers that the takeover bid or an extended bid may continue for a maximum of three months from the commencement of the bid period. Should there be some particular obstacles for carrying through the bid within this time limit, ie if the implementation of the bid for example requires a permit by the competition authority, the offeror may extend the bid period until the obstacle has been removed and the counterparties have been granted a reasonable period of time to react to the situation.

5.5 Conditional bid


(15) The offeror can set conditions for the implementation of the bid. When all conditions have been fulfilled, the bid becomes unconditional and binding to the offeror. In the terms offered, the offeror can reserve itself the right to implement a conditional offer also in the case of non-fulfilment of some of the conditions.


(16) The conditions set for the implementation of the bid shall be sufficiently unambiguous, so that the holders of the target securities can themselves assess the probability of fulfilment. Fulfilment of the conditions must not be determined by the offeror's subjective assessment.

5.5.1 Bids conditional on proportion of holdings or voting rights


(17) If the offeror wishes to implement the bid although a pre-set condition for a certain proportion of holdings or voting rights in the offeree company has not been fulfilled, shareholders who have accepted the bid are entitled to withdraw from their acceptances. However, the right of withdrawal does not




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arise, if the offeror, either on its own initiative or on the request of a shareholder who has accepted the bid, commits to the notification and compensation procedure referred to in chapter 6, section 5 of the Securities Markets Act.


(18) The notification and compensation procedure only concerns such unfulfilled bid conditions that require acquisition of a certain proportion of holdings or voting rights.


(19) If the offeror of a bid conditional on a certain proportion of holdings or voting rights does not, in the terms of the bid, commit to the notification and compensation procedure4, the offer document must specify the rights of the accepting shareholders in the case that the offeror decides to implement the bid irrespective of non-fulfilment of the condition of acquiring certain holdings or voting rights.

Justifications Issued on 19 October 2004 Valid from 1 March 2005

(20) The purpose of the provisions in chapter 6, section 5 of the Securities Markets Act is to establish a procedure reasonable to both the offeror and the holders of securities in the offeree company that have accepted the bid, when the bid is implemented irrespective of non-fulfilment of the condition of a certain proportion of holdings or voting rights. The provisions protect the accepting security holders from a situation where the offeror later acquires target securities on more favourable terms or sells previously acquired securities on such terms.


(21) The FIN-FSA considers that the provisions in chapter 6, section 5 of the Securities Markets Act also apply to the redemption of minority shares under the Companies Act (hereafter referred to as the squeeze-out of minority shareholders).5


(22) It is a condition of efficient corporate acquisition markets that the offeror of a takeover bid already at the launching of the voluntary bid can, with reasonable certainty, assess the costs caused by a possible later mandatory bid.


(23) The price to be paid in a squeeze-out of minority shareholders may be determined in arbitration proceedings or in a general court.6 Thus, even if the offeror initiated the squeeze-out voluntarily, it might not necessarily be able to affect the final price of the shares. If the offeror retains the risk that the price paid in the squeeze-out could be considered to be higher than the price offered by the offeror, the requirement of predictability described above would not be fulfilled.

4 See chapter 6, section 5 of the Securities Markets Act. 5 See chapter 14, section 19 of the Companies Act. 6 See chapter 14, section 19 of the Companies Act.




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(24) The view of the FIN-FSA is that the highest price offered by the offeror during the squeeze-out of minority shareholders can be considered, at most, the price paid in the situation referred to in chapter 6, section 5 of the Securities Markets Act.


(25) The Securities Markets Act contains separate provisions on the compensation obligation related to the mandatory bid following a takeover bid.7


(26) The FIN-FSA considers that the special provisions in chapter 6, section 6, subsection 5 of the Securities Markets Act set aside the provisions in chapter 6, section 5, which thus shall not be applied to mandatory bids where the obligation to make a bid has arisen on the basis of a takeover bid. The provisions in chapter 6, section 5 of the Securities Markets Act still apply to other acquisitions or sales during the year, squeeze-out of minority shareholders included.


(27) If the issuer of a conditional bid wishes to receive the securities referred to in the bid prior to firm evidence of the fulfilment of the condition, the FIN-FSA requires that the securities be kept in custody with a third party in a reliable manner until the fulfilment of the condition and the implementation of the bid are clear.

5.6 Disclosure of the result of the bid


(28) The offeror shall disclose the result of the bid in accordance with chapter 6, section 4 of the Securities Markets Act.


(29) When the offer has been conditional, the offeror must also inform whether the bid will be implemented. The disclosure must comply with the provisions in chapter 2, section 7 of the Securities Markets Act on the time and manner of disclosing information. However, the offeror can alternatively disclose the result of the bid in the same manner as the one used for the submission of the bid to the holders of the securities addressed in the bid.


(30) The marketplace involved must also be notified of the result of the bid.


(31) Such a notification shall be submitted simultaneously with the disclosure, and it shall contain the same information.

7 See chapter 6, section 6, subsection 5 of the Securities Markets Act.




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6 MANDATORY BIDS

6.1 Scope of application of the provisions


(1) The provisions in chapter 6, section 6 of the Securities Markets Act on the duty of redemption (here referred to as mandatory bids) concern shareholders or comparable persons, entities or foundations with holdings of shares, if the shares have been admitted to public trading or if securities carrying entitlement to those shares have been admitted to public trading.


(2) In addition to shares, the provisions on mandatory bids apply to securities carrying entitlement to those shares under the Companies Act, such as subscription rights, convertible bonds and warrants. The provisions also apply to those shares of the company that have not been admitted to public trading.

6.2 Commencement of obligation to make a bid


(3) The obligation to make a bid for the rest of the company’s shares and securities carrying entitlement thereto under the Companies Act, arises at the moment that a shareholder's proportion of voting rights attached to the company shares exceeds two thirds. However, if a takeover bid is in force, the obligation will not arise before the closure of the bid.

6.3 Calculation of voting rights


(4) The proportion of voting rights shall be calculated as provided in chapter 6, section 6, subsection 2 of the Securities Markets Act. The calculation of the proportion of voting rights must also consider shares held jointly by natural




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persons, entities and foundations acting in concert.


(5) Acting in concert shall be assessed from the viewpoint of its impact on the actual position of the minority shareholders. Acting in concert can be based on an explicit agreement or on some other consensus without a written agreement. For example a shareholder's parent company that does not hold the company's shares itself falls within the scope of this provision, if it has distributed its holdings among companies belonging to its group.


(6) In calculating the proportion of voting rights, voting limitations based on articles of association, partnership agreements or comparable regulations or other agreements shall not be considered. In calculating the total number of offeree company voting rights, the voting rights attached to the shares held by the offeree company itself or to shares held by a company controlled by the offeree company shall not be considered.

6.4 Consideration offered in mandatory bids


(7) As provided in chapter 6, section 7 of the Securities Markets Act, a fair price shall be offered in mandatory bids. In determining a fair price, attention shall be paid to the average price paid for the security in public trading during the 12 months preceding the commencement of the mandatory bid weighted by the volume of the trade, to any higher price than the above-mentioned average that possibly has been paid during the same period by the offeror of the mandatory bid or by any other person, entity or foundation as referred to in section 6, and to other special circumstances.


(8) The basic principle in determining a fair price shall be the 12-month average in question. Special circumstances that possibly could affect the 12-month average must mainly be matters concerning the offeree company. The grounds for determining a fair price must be specified in the offer document.


(9) In calculating the 12-month average weighted by the volume of the trade, account shall also be taken to takeover bid transactions which are implemented in public trading and in which cash consideration is used for payment. However, takeover bid transactions implemented outside public trading, the exchange-rate-based market value of shares offered in exchange offers, or block trades or exchange offer settlements implemented in public trading shall not be considered when the average price is calculated.


(10) A consideration must be determined separately for each class of shares subject to the mandatory bid and class of securities carrying entitlement to the shares. In any case, cash consideration must be offered for all securities




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subject to the bid. In addition to cash, alternative consideration may be offered.


(11) Should the securities not be publicly traded, any rights attached to them must be compared with the corresponding rights of publicly traded securities in determining the consideration for them. If the rights are similar, it is justifiable to offer a similar consideration. Also in other cases, considerations must be fair and reasonable in relation to each other.


(12) The basic principle also in determining a fair price of warrants admitted to public trading shall be the average price paid for publicly traded warrants weighted by the volume of the trade, if the time during which the warrants have been admitted to public trading is reasonable. If the trading in warrants during the preceding 12 months has been insignificant, a deviation can be made from the main rule of determining a fair price of the warrants, and pricing models generally used in the pricing of warrants can be applied. The same holds true for warrants not admitted to public trading.


(13) Warrants offering, for the shares they concern, a subscription price that exceeds the consideration offered for the shares in the mandatory bid, are valid for as long as the subscription time lasts. A cash consideration shall also be offered for warrants of this type. However, the consideration must be fair and reasonable with respect to other securities subject to the mandatory bid. If paying a cash consideration would be unreasonable to the shareholders or the offeror of the mandatory bid due to, for example, the short remaining subscription time or the significant difference between the consideration paid for the share and the subscription price, deviation from the requirement of cash consideration can be allowed.


(14) As a rule, received acceptances shall be implemented within 3 banking days from the day when the acceptance was received. The consideration offered must be paid immediately against delivery of the securities. If the offeror of the mandatory bid requires more time for payment, the terms of such an extension must be agreed on separately with each seller. Even so, sellers always retain the right to choose between cash payment and days of grace. In case the implementation is carried out as a stock exchange transaction, normal settlement time is acceptable.




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6.5 Notifying the FIN-FSA of concluded transactions


(15) Notification on transactions concluded and prices paid during the preceding 12 months must be provided at the same time as the offer document on the mandatory bid is submitted to the FIN-FSA for evaluation.8

6.6 Exemption from obligation to make a bid


(16) An exemption from the obligation to make a bid can be granted if the proportion of voting rights establishing the obligation is meant to be temporary and not intended for exercise of control in the company.


(17) Such situations may arise for example when the proportion of voting rights establishing the obligation to make a bid is due to inheritance, donation, safeguarding of claims or merger.

8 See chapter 6, section 7, subsection 2 of the Securities Markets Act.




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7 MEASUREMENT OF SECURITIES CONSIDERATION9


(1) Neither the provisions in chapter 6 of the Securities Markets Act nor their legislative history provide instructions on how securities considerations in takeover and mandatory bids should be measured in relation to cash considerations. Since a clear code of conduct for all market participants form a condition of efficient securities markets, the FIN-FSA issues its opinion on the matter.


(2) The principles for measurement of securities consideration provided in this chapter primarily apply to takeover bids implemented as exchange offers and to succeeding mandatory bids, if the consideration securities are admitted to trading on regulated and supervised markets. As applicable, the measurement principles also apply to other situations referred to in chapter 6 of the Securities Markets Act, in which cash and securities considerations must be compared to each other.


(3) In assessing the equivalent treatment of security holders, cash and securities considerations possibly provided in takeover and mandatory bids must be compared to each other.


(4) It is a condition of efficient corporate acquisition markets that the offeror of a takeover bid already at the launching of the voluntary bid can, with reasonable certainty, assess the costs caused by a possible later mandatory bid. Correspondingly, the shareholders of the offeree company must, during the takeover bid, be able to assess with reasonable certainty the size of the cash consideration that will be offered in a possible later mandatory bid. However, the offeror of the takeover bid does not have to offer the shareholders of the offeree company a risk-free option.

9 The FIN-FSA has presented detailed grounds for its opinions in a statement of 30 September 2002, J. No. 2/263/2002.




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7.1 Measurement principles


(5) When consideration securities are compared to cash consideration, the security shall basically be measured as of the same point in time as a cash consideration would be recognised in a corresponding situation.


(6) However, a constantly fluctuating value of the consideration is a key characteristic of a securities consideration. It is a condition of efficient corporate acquisition markets that the offeror of takeover and mandatory bids, in providing a securities consideration, can with reasonable certainty estimate the impact of the consideration for example on a possible later mandatory bid price. When deciding on payment in the form of a securities consideration, the offeror makes its own assessment of the value of the security in question. The development of the value of the consideration securities after the issue of an exchange offer cannot be considered to be within the offeror's reasonable estimation capacity. It is therefore justified that the risk of a rise10 or fall11 in the value of consideration securities after the issue of an exchange offer is not placed on the offeror.


(7) In any case, when information on payment in the form of securities consideration has been published in advance, the measurement of the securities consideration on the basis of a single date and time could cause speculative trading. In such cases the value of the securities consideration shall be calculated from the average price of the consideration security weighted by the volume of the trade for a relatively short period, for example for the preceding five trading days before the measurement time of the consideration security (imputed value of the consideration security).


(8) Since a constantly fluctuating value of the consideration is a key characteristic of a securities consideration, a minor difference between the value of the consideration in cash and that in securities does not necessarily increase the mandatory bid price12 or cause entitlement to compensation13.

7.2 “Any higher price paid” (chapter 6, section 7 of the Securities Markets Act)


(9) In determining a fair price, account shall also be taken to any higher price than the 12-month average of the relevant security that has possibly been paid by the offeror of the mandatory bid or by any other person, entity or

10 In situations as referred to in chapter 6, section 7 of the Securities Markets Act. 11 In situations as referred to in chapter 6, section 6, subsection 5 of the Securities Markets Act. 12 See chapter 6, section 7 of the Securities Markets Act. 13 See chapter 6, section 5 or chapter 6, section 6, subsection 5 of the Securities Markets Act.




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foundation as referred to in chapter 6, section 6 of the Securities Markets Act.14


(10) The provision has been formulated to avoid limiting it to cash considerations only, i.e. to make it applicable also to securities considerations.


(11) As to a higher price paid by the offeror of the mandatory bid, as referred to in chapter 6, section 7 of the Securities Markets Act, the value of the securities consideration is regarded to be the same as the value of the consideration security, based on the exchange ratio, prevailing prior to the announcement of the exchange offer or, if lower, the imputed value of the consideration security at the commencement of the obligation to make a bid.


(12) The offeror of a mandatory bid who earlier has offered securities as consideration can control the impact of any higher price on the cash consideration by continuing the securities offer on the same terms also in connection with the mandatory bid. However, there is no obligation requiring the offeror of the mandatory bid to offer a securities consideration in the mandatory bid.

7.3 Compensation obligation (chapter 6, section 6, subsection 5)


(13) If the consideration offered in the takeover bid prior to the mandatory bid is lower than the consideration offered in the mandatory bid, shareholders who have accepted the takeover bid shall be compensated for the difference between the considerations prior to the closure of the mandatory bid.15


(14) The provision has been formulated to avoid limiting it to cash considerations only, i.e. to make it applicable also to securities considerations.


(15) As to the compensation obligation, the value of the securities consideration offered in the exchange offer is regarded to be the same as the value of the consideration security, based on the exchange ratio, prevailing prior to the announcement of the exchange offer or, if higher, the imputed value of the consideration security at the commencement of the mandatory bid period.16

14 See chapter 6, section 7 of the Securities Markets Act. 15 See chapter 6, section 6, subsection 5 of the Securities Markets Act. 16 See chapter 6, section 6, subsection 5 of the Securities Markets Act.




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7.4 Notification and compensation procedure (chapter 6, section 5)


(16) The provision on the notification and compensation procedure has been formulated to avoid limiting it to cash considerations only, ie to make it applicable also to securities considerations.17


(17) As to the notification and compensation procedure, the value of the securities consideration offered in the exchange offer is regarded as the imputed value of the securities consideration at the close of the exchange offer or, if higher, the imputed value of the securities consideration offered in the exchange offer at a later moment of acquisition or sale.

17 See chapter 6, section 5 of the Securities Markets Act.




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8 OFFER DOCUMENT


(1) The contents of the offer document and the manner of presenting the information are governed by a decree to be issued by the Ministry of Finance.


(2) Pending the issue of the decree, the FIN-FSA recommends that the offer document contain at least the information specified in the appendix to this standard (Appendix).


(3) The offeror of the bid shall ask the board of the offeree company for a public statement on the bid. If the board of the offeree company provides the requested statement, it shall be appended to the offer document.


(4) The offer document may only be published after its approval by the FIN-FSA, which reserves three banking days to examine the offer document.


(5) Faults or deficiencies in the offer document shall be corrected or complemented in the same way as in the listing particulars or prospectuses referred to in chapter 2, section 3 of the Securities Markets Act. Thus a fault or deficiency in the offer document that is detected prior to the closure of the takeover or mandatory bid and that might be of material importance to the holders of securities subject to the bid shall be communicated to the public by publishing the correction or complement in the same way as the offer document.


(6) The FIN-FSA standard on securities offerings and listings shall also be applied to the offer document as applicable.




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9 REPORTING TO THE FIN-FSA

This standard requires no regular reporting to the FIN-FSA.




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10 FURTHER INFORMATION

Please find the necessary contact information in the list of Persons responsible for standards provided on the FSA website. For further information, please contact:

• Markets, tel. +358 10 831 5372

http://www.fin-fsa.fi/Eng/Regulation/FSA_standards/Persons_in_charge/etusivu.htm

http://www.fin-fsa.fi/Eng/Regulation/FSA_standards/Persons_in_charge/etusivu.htm




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11 OBSOLETE GUIDELINES AND REGULATIONS

This standard renders the following FIN-FSA statement obsolete:

• Interpretation of the provisions on tender offers and redemption offers in the Securities Markets Act (K/44/2002/PMO)




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12 APPENDIX: MINIMUM REQUIREMENTS CONCERNING THE OFFER DOCUMENT

At minimum, the offer document must specify I. Information on the bid

1) the company that has issued the target securities; 2) the offeror; 3) a written statement by the offeror that no relevant information, as

known to the offeror, for the assessment of the bid has been omitted from the offer document;

4) names and addresses of the bid organisers and the professional advisers used for the preparation of the offer document;

5) the offeror's intentions with regard to the future business and use of assets of the offeree company and the future position of its management and employees;

6) information on the commissions or benefits to be paid or provided to the board members or management of the offeree company for the implementation of the bid;

7) information on the financing of the bid and on its possible impact on the offeree company's operations and obligations after the implementation of the bid;

8) information on a possible intention to apply for, upon implementation of the bid, discontinuation of public trading in the securities subject to the bid;

9) a written statement by the board of the offeree company, if such statement has been provided.




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II. Information on the pricing of the bid

1) average price paid for the target securities in public trading during the 12 months preceding the takeover or mandatory bid weighted by the volume of the trade;

2) prices paid by the offeror or any other person, entity or foundation as referred to in chapter 6, section 6, subsection 2 of the Securities Markets Act for the offeree company's shares or securities carrying entitlement thereto during the 12 months preceding the takeover or mandatory bid;

3) if the offeror in any other way has committed to buy securities issued by the offeree company from a limited group of persons designated in advance, information on the implementation and terms of those bids to the extent that they would have a material impact on the assessment of the takeover bid; and

4) the basis by security class for the consideration offered or, if securities are offered as consideration, for the exchange ratio contained in the offer

III. Terms of the bid

1) the securities and the number of securities subject to the bid; 2) the bid period and information on the procedure for possible extension

or suspension of the period; 3) possible conditions for the bid and information on how to disclose

fulfilment of the conditions and whether the offeror may implement the bid regardless of non-fulfilment of some of the conditions;

4) consideration offered by security class; 5) if securities are offered as consideration, information on whether the

offeror intends to apply for admittance of the securities for public trading;

6) guarantee provided on payment of the consideration, if not payment against securities is offered;

7) date and place of payment; 8) how the recipient of the bid should proceed in accepting the bid and

receiving the consideration offered; 9) information on possible limitations to free transferability of the

securities after acceptance of the bid; 10) information on possible provisional certificates and trade in them; 11) information on payments to be made by the party accepting the bid

and on whether the offeror takes on responsibility for possible asset transfer tax to be paid for the target securities; and

12) other terms of the bid.




J. No. 8/120/2004 27 (28)


fax +358 10 831 5328

[email protected]


Markets, tel. +358 10 831 5372

IV. Information on the issuer of the target securities

1) name, registered office as well as company and organisation registration number;

2) share capital, possible minimum and maximum capitals, number and classes of shares and most significant rights provided by the shares;

3) if the board of the offeree company has a valid authorisation to raise the share capital through issuing shares, convertible bonds or warrants, information on the contents and validity of the authorisation;

4) the total amount of convertible bonds, bonds with warrants and warrants as well as a general outline of the terms of and procedures for the conversion or subscription relating to each arrangement;

5) information on the shares and voting rights which can be attained through the convertible bonds, bonds with warrants and warrants issued;

6) a summarised description of the provisions of the articles of association governing voting, where they deviate from the provisions of the Companies Act as well as a description of possible voting restrictions;

7) number of own shares acquired and held by the offeree company or its subsidiary calculated by class of shares and those shares' proportion of the share capital and the total voting rights of all shares, if those shares do not appear as a separate item in the offeree company's financial statements or interim reports;

8) information on the offeree company board's possible authorisation for acquisition or transfer of own shares;

9) in so far as they are known to the offeror, information on any agreements between the shareholders relating to the holding of shares of the offeree company or the exercise of their voting rights, on agreements between the offeree company and the shareholders, and on other agreements or arrangements of the offeree company and the shareholders on holdings and exercise of voting rights, if those agreements or arrangements are likely to have a material impact on the assessment of the bid;

10) the latest financial statements of the offeree company; 11) the latest interim report of the offeree company as referred to in

chapter 2, section 5 of the Securities Markets Act, if such a report has been published after the closure of the preceding financial year;

12) prospects issued by the offeree company, if they have not been included in the latest financial statements or interim report.




J. No. 8/120/2004 28 (28)


fax +358 10 831 5328

[email protected]


Markets, tel. +358 10 831 5372

V. Information on the offeror

1) name, registered office and, if the offeror is a legal person, company and organisation registration number;

2) natural persons, entities and foundations that have a relationship to the offeror as referred to in chapter 6, section 6, subsection 2 of the Securities Markets Act;

3) the offeror's proportion of voting rights and holdings in the offeree company and corresponding information on the natural persons, entities and foundations that have a relationship to the offeror as referred to in chapter 6, section 6, subsection 2 of the Securities Markets Act;

4) if the offeror or an entity that has a relationship to it as referred in chapter 6, section 6, subsection 2 of the Securities Markets Act is a limited company, the number of shares and securities carrying entitlement thereto in the offeror or any other entity as referred to in the said subsection held by the offeree company in so far as they are known to the offeror as well as the voting rights attached to them; and

5) if securities are offered as consideration, information as required of the prospectus referred to in chapter 2, section 3 of the Securities Markets Act, as applicable.

takeover bids and mandatory bids - etusivu - … financial supervision authority issued on 19...

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