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I&C rights Belgian takeover bid law

I&C rights Belgian takeover bid law. Guy Van Gyes GoodCorp meeting, 17 September 2013. Belgian takeover bid law. Law 1 April 2007; Royal decree 27 April 2007 I&C rights already foreseen in previous law dating from 1989 (as fall-out of the Benedetti hostile bid on the Generale Holding)

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I&C rights Belgian takeover bid law

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  1. I&C rights Belgian takeover bid law Guy Van Gyes GoodCorp meeting, 17 September 2013

  2. Belgian takeover bid law • Law 1 April 2007; Royal decree 27 April 2007 • I&C rights already foreseen in previous law dating from 1989 (as fall-out of the Benedetti hostile bid on the Generale Holding) • Speed procedure; no extensive debate on I&C rights (cf. no official advices by CEC/NLC) => technicalities => all possible questions => court cases • Specificities/generalities • Mandatory bid: 30% (exceptions) • Information requirements: notice, prospectus, evaluation report expert in case of majority shareholder going for full-control • FSMA controlling agency: broad sanction possibilities (reality?) • Opt-out passivity rule • Public bid non-listed companies; less scope compared to 1989 law

  3. I&C rights • the (representatives of the) employees of both the bidder (irrespective of whether it is a Belgian company or not) and the Target must be informed about the takeover bid immediately after the announcement of the bid and must receive the offer document after it has been published; • the memorandum in reply of the board of directors of the Target should immediately be communicated to the (representatives of its) employees; if possible, the opinion of the works council is added to the memorandum in reply of the board; and • if the Target has a works council, the works council must invite the bidder to a hearing regarding the bidder’s strategic plans, unless the works council unanimously waives the right to hear the bidder. This hearing must take place at the latest ten days after the start of the acceptance period.

  4. Additional to existinglegislation • Royal Decree of 27 November 1973 act as a kind of background/framework legislation. Among the different types of economic and financial information employers have to provide, occasionally information is needed to permit workers to keep abreast of new events. Takeovers are explicitly mentioned in the regulation. When the information is related to a management decision, the works council has to be informed before the decision is taken.

  5. Further details • Who • Target/bidder • Hierarchy of information: WC, CPBW/CPPT, SD, Employees; EWC? • Consultation: onlyworkscouncil target • EWC?; WC of subsidiaries; CPBW withworkscouncilpowers? • When • Notification, prospectus, response, ... Additional/contradictory to EFI-rights: “beforedecision is taken” • How • Opinion (in time) annex to response/prospectus; different fractionsifno consensus (interpretation?); in time: process without delays = 21 days • Hearing of bidder (onlyifunanimousnotwanted); representative => within 10 days of start acceptanceperiod (= day 16 afternotification); within 16 days of agreed prospectus; invitation 3 daysbefore at least • 5 days to react • Sanctions • Alsousefulfor ER: misleadinginformation => to check • General sanctions EFI: moderate • Specificsanctionon hearing: novoting right for the sharesobtained in the shareholder meeting of the target

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