Topic Major holdings of voting rights (Wertpapierhandelsgesetz – WpHG)
Major holdings of voting rights pursuant to section 33, section 38 and section 39 of the German Securities Trading Act
Based on published holdings of voting rights, BaFin has drawn up a consolidated overview of the holdings of voting rights in issuers whose home member state is Germany and whose shares are admitted to trading on an organised market. The data is updated based on the notifications of major shareholdings and the records of publication submitted by the listed companies.
Before using the database of major holdings of voting rights, please read the notes and explanations below.
In the explanations you will find information about the contents of the database and instructions for using it.
Notes concerning the database
Based on published holdings of voting rights, BaFin has drawn up a consolidated overview of the holdings of voting rights in issuers whose home member state is Germany and whose shares are admitted to trading on an organised market.
Due to the time usually required for processing and the frequent need to correct notifications and publications, updating regularly only takes place some time after the publication pursuant to sec. 40 WpHG. This leads to temporary discrepancies between the holdings of voting rights listed in the voting rights database and the proportionate shareholdings that actually exist at the time of the search.
According to the ruling of the Federal Administrative Court (Bundesverwaltungsgericht – BVerwG) dated 13 April 2005 (6 C 4/04; BVerwGE 123, 203-217) and pursuant to sec. 24 WpHG, the insolvency administrator is not obliged to publish detailed information about notifiable changes in the holdings of voting rights after insolvency proceedings are opened. Consequently, the database does not necessarily reflect the current situation in respect of reported holdings of voting rights of insolvent companies which are still admitted to trading.
Therefore, the database cannot under any circumstances be used as evidence that the reporting duties have been complied with or not.
Contents of the database
The information on holdings of voting rights is based on published holdings of voting rights. Publications of notifications of major holdings of voting rights can be found and downloaded on the website of the electronic company register (Unternehmensregister, www.unternehmensregister.de). The date of publication can be found in the column “Publication pursuant to sec. 40 WpHG”.
In each section of the database, a consolidated view of the holdings of voting rights of a certain notifying party in relation to an issuer can be found.
The view “Stimmrechtsanteile” is separated into three sub-columns “§§ 33, 34 WpHG Gesamt (Prozent)”, “§ 38 WpHG (Prozent)” and “§ 39 WpHG (Prozent)”.
The sub-column “§§ 33, 34 WpHG Gesamt (Prozent)” contains the holdings of voting rights directly held or attributed to the notifying party. No differentiation is made based on the individual reasons for attribution.
The view “§§ 33, 34 Gesamt (Prozent)” contains the holdings of voting rights directly held by the notifying party (sec. 33 WpHG) and attributed to it (sec. 34 WpHG). It should be considered that the same voting rights out of shares could be subject to more than only one rule of attribution pursuant to sec. 34 WpHG (multiple attribution of voting rights). Thus, the sum of the directly held voting rights and the ones attributed to the notifying party could at least mathematically exceed 100%. As regards the notification obligations it should be considered that changes in holdings of voting rights between the 5%, 10%, 25%, 50% or 75% thresholds do not trigger any notification duty. The same is true in case of a switch from directly held voting rights to indirectly held ones (e.g. applicability of a rule of attribution).
The voting rights information is always shown as a percentage. In cases where this would not suffice to ensure transparency, the number of voting rights is shown in addition thereto (e.g. 50% + 1 share).
Preference shares are included in the calculation as long as they confer a voting right under section 140 (2) of the German Stock Corporation Act (Aktiengesetz – AktG).
The sub-column “§ 38 WpHG (Prozent)” contains the holding of voting rights linked to instruments directly or indirectly held by the notifying party.
The sub-column “§ 39 WpHG (Prozent)” contains the aggregated holding of voting rights out of the holdings of voting rights pursuant to sec. 33, 34 and sec. 38 WpHG.
If a listed company purchases or sells its own shares (treasury shares), this fact must be published by the company pursuant to section 40 (1) sentence 2 WpHG if the shareholding reaches, exceeds or falls below a reporting threshold. These shares are included in the database, although they do not confer any voting rights on the company. Also, own shares held by an issuer that is a controlled undertaking to a notifying party (mother company) are not subject to an attribution pursuant to sec. 34 para. 1 sent. 1 no. 1 WpHG (and sec. 30 para. 1 sent. 1 no. 1 WpÜG). In the case of changes of the company name and mergers, the company will be listed in the voting rights database under its new name as soon as BaFin becomes aware of this change. Voluntarily published information is only included in the voting rights database if it meets the notification requirements under sections 33 et seq. WpHG.
Instructions for use
It is possible to search by the name of the issuer or the notifying party. If you search for the notifying party all holders of voting rights pursuant to sec. 33, 34; sec. 38 and sec. 39 WpHG will be shown – irrespectively of whether they are subject to the notification obligation or not. Thus, the view “Auswahl Meldepflichtige” also contains all controlled undertakings of a notifying party (these controlled undertakings are marked as such). However, by choosing a controlled undertaking from the list, the detailed view of the mother company as notifying party will be opened. In the detailed view of the mother company you have the possibility to show all controlled undertakings in a separate view.
It should be considered that – until the amendment of the WpHG on 26 November 2015 – all controlled undertakings of another notifying party themselves were strictly subject to the notification obligation pursuant to sec. 33, 34; sec. 38 and sec. 39 WpHG. Thus, all controlled undertakings that disclosed their major holdings of voting rights before 26 November 2015 are also in the future listed as notifying parties. Only in case the ultimate mother company as notifying party discloses major holdings of voting rights on a consolidated level pursuant to sec. 37 WpHG (so called group notification) after 26 November 2015, its controlled undertakings contained in this consolidated notification will not be shown as notifying parties anymore. Controlled undertakings that separately disclose their major holdings of voting rights are also not listed as notifying parties in case the ultimate mother company is not obliged to notify due to lack of crossing above/falling below a threshold (e.g. additional implementation of another daughter company into the chain of controlled undertakings after ultimate mother company initially disclosed on consolidated level). In this case, only the group structure (names of controlled undertakings and voting right-proportions if applicable, cf. Standard Form, No. 8.) of the ultimate mother company’s last notification on consolidated level will be updated. Separate notifications of controlled undertakings can be identified through the different dates of publication pursuant to sec. 40 WpHG.
You can enter a search term which will be searched for from the left or as part of the name (in the middle). Upper and lower case letters may be used indiscriminately, and special characters and umlauts may be included in the search text. So-called wild card characters are not allowed. Alternatively, a group of names may be selected by clicking on the initial letter below the search window. An allocation list is then shown of companies and parties subject to notification requirements. If you click on the link, the respective details are shown (holdings and their respective publication). You can then print out the individual parts of the table together.