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Update of Belgian takeover rules

Stibbe - Update of Belgian takeover rules

Update of Belgian takeover rules

08.10.2018 BE law

A Royal Decree was published in the Belgian Official Gazette on 5 October 2018 containing, among other things, amendments to the Takeover Decree (Royal Decree of 27 April 2007 on takeover bids) and the Squeeze-out Decree (Royal Decree of 27 April 2007 on squeeze-out bids), with a view to updating the said texts.

The Royal Decree only available in French of Dutch.

For the companies of which voting securities are admitted to trading on Euronext Growth or Euronext Access, the threshold for a mandatory bid has been increased from 30% to 50%.

For issuers of debt instruments that make a bid to buy back their (own) listed debt instruments, the obligation to publish a prospectus has been abolished and replaced by the obligation to publish a press release approved by the FSMA.

The definitions of the terms ‘credit institution’ and ‘stockbroking firm’ have been broadened, in part so that the guarantee of the availability of the resources necessary to carry out the offer may be issued by any credit institution or stockbroking firm established in a member state of the European Economic Area.

The rules governing the reporting to the FSMA, during the bid period, of certain securities transactions has also been relaxed. Thus, for example, persons who hold voting securities in the offeror no longer have to report their transactions.

The Squeeze-out Decree has been entirely updated and adjusted to take account of the case law since 2007 regarding squeeze-outs. The rules in the Takeover Decree that govern the takeover bids issued by an offeror that controls the target company have, moreover, been harmonised with the amendments made to the corresponding provisions of the Squeeze-out Decree.

The Law of 11 July 2018 had already amended Article 33 of the Takeover Law, which addresses advertising. 'Other documents and announcements that relate to a takeover bid' are no longer treated as equivalent to advertisements, as a result of which they do not have to be approved by the FSMA any more.

Source: Press release FSMA of 5 October 2018

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