Mandatory bid requirement at 30 per cent
The obligation to launch a bid applies when the purchaser's shareholdings are at least 30 per cent of the number of votes for all shares, either alone or together with persons acting in concert. The purchaser must then extend the offer to the holders of the remaining shares in the company for which the offer refers to (the target company). This is prescribed in the Stock Market (Takeover Bids) Act.The stock exchange's regulations apply
A takeover bid may only be launched by a party who has undertaken to comply with the stock exchange's regulations for takeover bids and to accept the sanctions that the stock exchange is allowed to decide on in the event of breaches to these regulations. The commitment shall be made in writing to the stock exchange where the target company's shares are admitted to trading.The offeror shall inform FI
In connection with the announcement of a takeover bid, the offeror shall notify Finansinspektionen regarding the offer and the undertaking made to the stock exchange. Within four weeks from the announcement of the offer, the offeror shall prepare an offer document and apply to FI for its approval. This is prescribed by the provisions contained in the Stock Market (Takeover Bids) Act (2006:451).The Act also contains provisions that the target company must comply with. The board of directors or the managing director of the company may not take measures which are intended to impair the conditions for the launching or implementation of the bid (defensive measures) without a resolution adopted by the general meeting of shareholders. This applies as well when the aforementioned persons have received information originating from the offeror that a public bid is imminent.
FI can decide on sanctions if the Stock Market (Takeover Bids) Act is not observed.
The Securities Council interprets the mandatory bid requirement
FI has delegated certain duties to the Swedish Securities Council, including the authority to issue interpretation replies on whether a mandatory bid is required. Particular measures by the target company should be seen as a violation of the provisions regarding defensive measures. The Swedish Securities Council may also grant exemptions from these provisions.READ MORE
Swedish takover rules (OMX Nordic Exchange)
