Belgium – FSMA Takeover Rules Updated

Belgium – FSMA Takeover Rules Updated

On 5 October 2018, BFSMA issued amendments updating takeover rules.

  • The royal decree issued in Belgian official gazette with amendments.
  • To update the takeover decree and the squeeze-out decree, from 27 April 2007.

Mandatory Bid Levels

  • Threshold for mandatory bid for listed company, is increased from 30% to 50%.
  • If voting securities admitted to trading on Euronext Growth, or Euronext Access.
  • Issuers of debt instruments, that seek to buy back their listed debt instruments,
    now required to publish press release approved by FSMA, instead of prospectus.
  • Broadened definition of credit institution and stockbroking firm to any from EEA.
  • Aims to allow availability of guarantee of resources needed to carry out an offer.

Reporting by Bidders

  • Rules governing reporting to FSMA, during a bid period, have also been relaxed.
  • Person holding voting securities in offeror, no longer need report on their trades.
  • Squeeze-out decree is updated to take account of relevant law made since 2007.
  • Takeover decree rules, on bids made by offeror controlling target company, are
    now harmonized with amendments made to provisions from squeeze-out decree.
  • Law of Jul. 11 2018, already amended takeover law, article 33 about advertising.
  • Other documents and announcements covering takeover bid no longer treated as
    equivalent to advertisements so they no longer have to be approved by the FSMA.