8. What are the points requiring attention with regard to communications about the operation?

The most important sources of information for shareholders of the listed company(ies) in question when it comes to a contribution in kind, merger, division or equivalent operation are the reports required by law.

These reports must be made available to shareholders and the public at the latest thirty days before the general meeting (see FAQ 3). If the companies concerned or their directors wish to communicate via additional communication channels (press releases, interviews, etc.) about the operation, they must ensure that the information disseminated via those channels is fair, accurate, true and not misleading as regards (certain aspects of) the proposed operation.

The FSMA expects the listed companies to apply the following guidelines, among others:

  • clearly mention that the proposed operation has yet to be approved by the shareholders in a general meeting, with specific conditions in respect of attendance and majority votes;
  • not give the impression that the operation and/or the information made available has already been approved by the FSMA;
  • ensure that the content of the information is consistent with the information provided in the reports made available; and
  • always refer, for more information, to the reports that have been made available.