Proposition 51K2834

Projet de loi relatif aux offres publiques d'acquisition.

General information ¶

Submitted by

PS | SP MR Open Vld Vooruit Purple Ⅰ

Submission date

Jan. 5, 2007

Official page

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Status

Adopted

Requirement

Simple

Subjects

EC Directive investment company stock-exchange transaction financial instrument commercial law takeover bid organisation

Voting ¶

Voted to adopt

Vooruit Ecolo PS | SP Open Vld MR

Contact form ¶

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Discussion ¶

Feb. 15, 2007 | Plenary session (Chamber of representatives)

Full source

I refer to my written report. Let me now speak on behalf of the VLD group.

I would like to give other members the opportunity to speak.

Mr. Van Biesen, you are the only one registered in the general discussion.

Mr. Speaker, Mr. Minister, colleagues, that I refer to the written report, does not mean in any way that the bill should not be sufficiently dealt with in the House. It is important that we have studied the bill on the public acquisition areas in all serenity and in all calm and calm in the Chamber Committee for Finance and Budget. I would also like to take the opportunity to say that we did so in very positive consultation between the majority and the opposition as well as between the House and Minister Reynders.

This is a very technical bill where each word has a fundamental significance. It is about that when shareholders exceed a certain percentage or when they have a rearrangement within certain share structures, they must switch to a public acquisition area. In fact, we in the committee had the opportunity to examine the implementing decisions linked to the draft law, which has led to a lot of transparency.

These bills aim to transpose the Directive on public acquisition restrictions into Belgian legislation. This Directive aims to harmonise the rules concerning public acquisition restrictions on the securities with voting rights of a listed undertaking. It is a fact that the Directive provides a fairly large margin of appreciation to the Member States. It may be decided not to apply certain rules to Belgian companies. It is also intended to modernise the regulation of the acquisition areas.

Taking into account the percentages established in the surrounding countries, the government ultimately decided to determine that the bidding obligation arises upon acquisition of 30% of the target company’s voting rights securities. This threshold shall be determined on the basis of voting-giving securities representing or not capital. It provides for a transitional arrangement taking into account the specific situation of a number of Belgian companies admitted to trading on the regulated market.

The essential question in the committee was whether we can continue with the transposition of the directive, the necessary anchoring of the Belgian companies with the State and the dynamics so important for us that emanate from the family ⁇ . After consultation with the CBFA and with FBNet Belgium, an organization representing family enterprises, we have come to rewrite the basic article, article 74 and consounds. Following this consultation with the various responsible persons, we have submitted a new Article 74 as an amendment. I did that, along with the gentlemen de Donnea and Gustin and Mrs. Annemie Roppe. This has been received very positively by the industry. I think that in the end we have given a positive signal, namely that, when drafting this yet very technical bill, we have taken into account the anchoring of the Belgian companies.

The transitional arrangements accompanied by this have been removed. A number of situations are described accurately. If you read the report, you will have seen some specific examples that were included in the report to make discussion impossible. The report as such is an intrinsic part of the legislation. It is not insignificant that there is clarity, in the presence of the family-owned enterprises, about the cases in which a public offer of acquisition should or should not be made. Those elements are therefore also included in the report. In this way, we have given a clear signal to family ⁇ .

I know that there are still a number of family ⁇ that have difficulty with this bill. I can only say to them that it is impossible to counter a European directive. I think it is impossible to change the provisions that Europe has made in this area in Belgium. In this case, we were kept to a number of regulations. In other words, we weighed and weighed and made the best choice. After consultation, we have come to something that we are sure will keep the anchoring as such. I think this is the most important signal we can give. I think this is a good law. For the VLD group, the adoption of this law is therefore no problem.

Mr. Minister, would you like to speak for a moment as part of the discussion of this interesting project?

Thank you for your appreciation of the project.

Dear colleagues, the Government has planned to submit to Parliament a number of transitional provisions to allow family shareholders of listed Belgian companies who wish to preserve the Belgian anchorage of their shareholders without having to launch a public offer of acquisition.

I would like to emphasize that Belgium is one of the few Member States of the European Union that has envisaged transitional measures of such importance.

Thus, are not subject to the obligation to launch an offer persons who, at the time of entry into force of the law, already held 30% of the securities with voting rights of a listed company. In order to benefit from this exemption at the time of the entry into force of the law and subsequently, it is necessary, at the time of the entry into force, to proceed, within the prescribed time and on a regular basis, to an initial notification to the CBFA and to a more synthesized communication to the company concerned which will publish this information and, subsequently, update its data.

I insist on this point for two reasons. First of all, as I just mentioned, we are one of the few countries to go in this direction. Then, of course, we will inform the companies that may be affected sufficiently widely so that shareholders do not hesitate to initiate this procedure and thus to preserve themselves from an obligation of public offering of acquisition in the future.