The Decree concerns public offers and serves to elaborate:
- section 5:76(2) of the Financial Supervision Act (Wet op het financieel toezicht) regarding the preparation, announcement, issuance, procedure and performance of a public offer as well as the information to be provided in that context;
- section 5:80a(3) and (4) of the Financial Supervision Act regarding rules as to what constitutes a fair price as referred to in section 5:80a(1) of the Act as well as rules if the price is in money or securities or in a combination of money and securities, and
- section 5:80b(5) of the Financial Supervision Act regarding a fair price to be set on request by the Enterprise Chamber of the Amsterdam Appeals Court.
The Decree sets minimum requirements regarding various of the above aspects in respect of a bid for a controlling interest in a public limited company having its registered office in the Netherlands whose shares have been admitted to trading on a regulated market. The Decree protects the interests of the shareholders in that company as well as those of third parties and creates clarity and transparency in respect of legal matters that must be arranged in the case of a public offer. Moreover, the Decree seeks to prevent the restructuring of companies within the Community from being disturbed by differences in management culture.
Basis for the regulation
Sections 1:40(5), 1:81(1) and (2), 5:56(6), 5:71(2), 5:76(2), 5:80a(3) and (4) and 5:80b(5) of the Financial Supervision Act
Policy rules and circular letters underlain by this regulation