Which government or stock exchange filings are necessary to combine or acquire a public company? Does the completion of such transactions include stamp taxes or other government fees? real estate companies in qatar
In general, no government filings in relation to a business combination are necessary. In the following situations, however, filings may be necessary.
Contract offers and listings
The Danish Financial Supervisory Authority must submit voluntary and mandatory takeover bids (FSA). If a single shareholder has successfully taken over more than 90 percent of the shares of a publicly traded company, the Company typically applies to de-list its shares on that regulated market.
Transfers of shares
According to the Danish Companies Act, shareholders of both listed and non-listed companies must communicate substantive shareholdings to the company (i.e. when 5% or nominal value of the share capital is obtained, and then 5, 10, 15, 20, 25, 33,33 or 50, 66,66 or 90 or 100% of the voting rights or of the nominal value of the share capital is exceeded or decreased). This information is registered by the company and is available by public authorities, shareholders and board members for inspection. The register is available.
In addition, a company must record the notifications of significant shareholdings in the IT system (Public Shareholders' register) of the Danish Business Authority (DBA), which makes the information accessible to the public.
In regard to the companies listed above, the buyer will also be immediately notified to the Danish Financial Supervisory Authority (on the date of the transaction) and the company will make information available to the market without delay.
Infringement of the obligations to notify is punishable by a fine.
Holders of bearer shares in public limited companies attached to a vote or nominal value of less than 5 percent of the share capital have to register their shareholding with the DBA. This requirement is not applicable to shareholders in listed firms. The recorded information is not made available to the public and is only available for inspection by public authorities.
Transfers of assets
Notifications to public authorities may be required or advisable depending on the nature of the acquired assets.
All property rights, including ownership, rights of use of the property of another person, mortgages and other rights, must be enriched by registration with the Danish Land Registry for the protection from legal proceedings and the subsequent bona-fide recipients of real estate rights. The registration fee varies depending on the type of right to registration, which is most likely ownership and mortgage rights, where the fee is a percentage of the purchase price and the amount secured.
Industrial property ownership rights are registered with the Danish Patent and Trade Mark Office – including registered trademarks, industrial designs, patents and utility models – and transfers are often subject to change to the Registered Information.
Mergers
All modifications to the articles of association of limited companies are generally registered with DBA; such as changes to the name of the company and increases and reductions in share capital.
For fusions, the DBA shall receive a copy of the joint fusion plan implemented by both companies' boards of directors. Any subsequent resolutions performing the merger shall, within two weeks of the resolution date, be notified to the DBA.
Fusion Control
The Danish Competition and Consumer Authority shall be notified of mergers and acquisitions in case one of the following thresholds is exceeded:
The total annual turnover of the undertakings involved in Denmark in Denmark is at least 900 million Danish crowns and of at least two undertakings concerned in Denmark at least 100 million Danish crowns;
At least one of the participating companies generates aggregate annual sales of at least 3.8 billion Danish crowns in Denmark, and at least 3.8 billion Danish crowns are the aggregate annual worldwide sales of at least one of the other companies.
If, as defined in EC Merger Regulation (2004/139/EC), the merger or purchase has an EU dimension (i.e. if all the companies in question have a worldwide global annual turnover of more than EUR 5 trillion and the overall turnover within the European Union of each of at least two of those undertakings in question is greater than EUR 250 million), the merger or acquisition shall be notified to the European Commissio
Fees
Fees shall apply for registration with the DBA of incorporation and subsequent modifications to limited liability companies. The registration fee depends on whether a paper registration form is used or online via the IT system of the DBA. In addition, when filing a merger notification with the Danish Competition and Consumer Authority, a fee must be paid. The fee for a simplified notice shall be 50,000 Danish crowns, while the full notification fee shall be 0.015 percent of the total annual turnover of the enterprises concerned in Denmark, subject to a maximum of 1,5 million Danish crowns. Otherwise, no fees for the above notifications are charged.