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Both voluntary and mandatory tender offers for companies listed in Denmark are regulated by the Danish Securities Trading Act and the Danish Securities Council's Executive Order on tender offers. Decisions and statements made by the Danish Securities Council and Copenhagen Stock Exchange form an important supplement to the regulations. There is no parallel to the UK yellow book.

In June 2003, the Copenhagen Stock Exchange (CSE) issued guidelines on takeover bids for companies listed on the Copenhagen Stock Exchange as a practical assistance for companies and persons wishing to, or being obliged to, make a tender offer and their advisers. The guidelines as such are not binding but are intended to be the CSE's contribution to the understanding and interpretation of regulations, and reflect to a large extent the CSE's practice when dealing with tender offers.

A substantial part of the guidelines is a consolidation of the existing regulation and practice, although several recommendations represent developments to the practice and requirements of the CSE. For example, the CSE recommends the financing of the tender offer to be unconditional and committed. In addition, the information required to be disclosed in respect of the closing and the settlement of the tender offer is more extensive than previously. The few tender offers that have been made since the publication of the guidelines have not been significantly different in volume or level of information.

The guidelines have not provided any clarification on the process for a voluntary offer or on the possibilities to object to requirements or recommendations by the CSE. Accordingly, the yellow book may prove to be grey.

Steen Jensen

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