Linklaters Blue Flag Shareholding Disclosure is an online tool designed to support companies and financial institutions who face the challenge of complying with detailed shareholding disclosure rules, which differ from country to country and where a breach can give rise to criminal liability.

Linklaters Blue Flag Shareholding Disclosure covers jurisdictions in Europe, Asia Pacific and the Americas. Information for each jurisdiction is presented online in an easy to use, summary matrix with hypertext links leading to the underlying rules and detailed legal information. The rules detail how disclosure applies to financial institutions in that jurisdiction.

A snapshot of some of the information detailed in the Linklaters Blue Flag Shareholding Disclosure tool: > Key disclosure thresholds > Who needs to disclose> Calculating shareholding methods> When is disclosure required and

to whom> Timing, form of notification and

penalties for non-disclosure> Links to regulators and markets in

different jurisdictions

Key benefits of using Blue Flag Shareholding Disclosure:> Highest quality legal information in UK,

Continental Europe, Asia Pacific and the Americas

> 24/7 online access available throughout your organisation (including divisions and subsidiaries)

> Updated regularly and changes highlighted for easy reference

> Easy to use summary matrix and extensive glossary

> Daily news delivered by e-mail

Have you ever asked these questions?> What is the threshold, when, how and to

whom do I disclose?> I am an investment manager how often

should I monitor changes to our global disclosure requirements? Do the rules apply to my parent company holdings?

> Does the notification threshold apply to country X?

Perfect timing.

Blue Flag Shareholding Disclosure provides valuable support to enable financial institutions to comply with the detailed disclosure rules around the globe.Mark Middleton,Partner, Linklaters LLP

Blue Flag Shareholding Disclosure

Scenario 1: France A US investment manager makes a substantial shareholder filing in France and receives a response from the Autorité des marchés financiers (AMF) stating that the filing should be based on theoretical shares rather than actual shares under Article 9 of the Transparency Directive. The client wishes to know if he can find this information in Blue Flag.

Blue Flag Shareholding Disclosure France provides in section 2.1:

2.1.1 Legal disclosure: In accordance with articles L.233-7 of the Commercial Code, the following legal thresholds will trigger disclosure obligations:

5%, 10%, 15%, 20%, 25%, 33.33%, 50%, 66.66%, 90% and 95% of the share capital or voting rights of the company (the share capital or voting rights may differ if, for example, the articles of association of the relevant company provide for double voting rights or the company has purchased some of its own shares in which case it cannot exercise voting rights with regard to these shares).

The disclosure obligation arises when the shareholding exceeds or falls below each level with respect either to share capital or voting rights. This requirement applies either to shareholders acting alone or in concert with other shareholders.

Scenario 2: Singapore Under Singapore law there is a requirement to seek the approval of the Monetary Authority of Singapore (MAS) to exceed the 5% ownership in a Singapore registered insurance company. Our client wishes to know if this requirement applies to the US domiciled parent company that has a Singapore registered insurance subsidiary?

Blue Flag Shareholding Disclosure Singapore provides in Section 3.2.3:

Under the Insurance Act, no person can enter into an agreement to acquire shares of a registered insurance company which is incorporated in Singapore (“Registered Singapore Insurer”) if he would become a Substantial Shareholder of that insurance company, unless the person notifies MAS of his intention to acquire the shares and obtains the prior approval of MAS. A “Substantial Shareholder” means a person who holds 5% or more of the voting power (being the total number of votes that might be cast in the general meeting) of the Registered Singapore Insurer.

Therefore if the acquisition of ownership is at the level of the US domiciled parent company, and not directly in the Singapore insurer, there is no requirement to obtain the prior approval of MAS.

How we have helped

I would recommend Blue Flag Shareholding Disclosure to financial services organisations struggling to comply with the detailed share disclosure rules; its simple, up to date and covers a large number of relevant jurisdictions.

Michael KentPartner, Linklaters LLP

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Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ, England or on www.linklaters.com. Please refer to www.linklaters.com/regulation for important information on our regulatory position. © Linklaters 2011.

Blue Flag Shareholding Disclosure is available on an annual subscription basis. Pricing varies depending on the products and jurisdictions required.

If you would like more information on any of the Blue Flag products or to request a trial, please speak to your usual Linklaters contact, alternatively: Email: blueflag@linklaters.comTel: 020 7456 4072linklaters.com/onlineservices