[YesAuto News] According to foreign media reports, the German Federal Financial Supervisory Authority (BaFin) believes that Geely’s purchase of Daimler shares was notified late, which may cause Geely to face a fine of up to 10 million euros or a huge fine of 5% of its annual turnover. . In response to this, Geely said that the company notified the market as soon as possible, that is, on February 23, 2018, about its 9.69% shareholding in Daimler, and the content of the notice was accurate.
According to the relevant German securities trading regulations, the acquirer of a company that holds 3% or more of the voting shares of a German listed company for the first time needs to inform the listed company and the Federal Financial Supervisory Authority. The disclosure threshold is increased by 3%, 5%, 10%, 15%, etc. successively.
Geely’s stake in Daimler acquired shares through direct purchases in the secondary market by investment banks. The transaction was led by investment banks including Industrial and Morgan Stanley, and the transaction was delivered to Geely Holdings, which Li Shufu holds. . In the structure of acquisition transactions, direct acquisitions in the secondary market accounted for 4.9%, and the remainder was carried out by borrowing shares from hedge funds. Since the daily trading volume did not affect the fluctuation of Daimler's stock price, nor did it reach the limit that must be disclosed, there is no disclosure obligation in the entire acquisition process.
However, on May 9th, the German Federal Financial Supervisory Authority pointed out that before the acquisition transaction, whether the bank and the investor reached an agreement on the acquisition or the investor unilaterally notified the bank, this would inevitably allow the bank to make a good fund for the investor’s acquisition. ready. Therefore, in individual acquisition cases, even if the acquisition contract is not completed, the company must notify the relevant authorities.
At present, the German Securities Exchange Law has not been formally revised, but the German Federal Financial Supervisory Authority determined that Geely’s acquisition of Daimler in February should also comply with this requirement. The German government hopes to take this incident to amend relevant laws and regulations to strengthen business Acquisition supervision.
In response to this incident, Geely stated in its response that Geely notified the capital market that the number of voting rights held by Geely has always been accurate. BaFin has never raised any objections to Geely’s notice on February 23, but BaFin requires Geely to make additional disclosures on the situation on February 22, 2018. This request was made by BaFin based on the latest interpretation of the policy terms. The interpretation was first announced on May 9, 2018.
Geely pointed out that BaFin believes that Geely is required to make supplementary disclosures because on February 22, Geely notified the relevant investment bank (that is, the investment bank that eventually sold shares to Geely on the 23rd), and Geely’s shareholders have approved this potential in principle. transaction. However, this internal communication with investment banks does not impose any legally binding obligations on any party. The legal obligation only arises after the two parties sign a formal share purchase agreement on the 23rd. From the night of the 22nd to the 23rd, the two parties are still in the final negotiations on the content of the purchase agreement. In short, the number of voting rights disclosed by Geely on the capital market has always been accurate, and supplementary disclosure at BaFin's request will not have any impact on this fact. (Source: Frankfurt Report; Compilation/Car Home Chapter Lianyi)