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Legal frameworks
2007.11.30. Thursday 09:43
Rules for acquisitions

At present, Section III of the CMA contains the detailed rules for the acquisition of participation in public companies limited by shares. The main rule is that the threshold for the mandatory public purchase offer is 33%. However, if none of the shareholders have more than 10% of the voting rights in a public company limited by shares – either directly or indirectly –, the purchase offer must be made in the case of the acquisition of a participation in excess of 25%. The purchase offer must be made for all the voting shares of the company limited by shares and for all shareholders with voting rights.

 

The basis of the new regulation is that voting rights can be acquired in ways other than the acquisition of shares, e.g. through agreements or the harmonised behaviour of independent persons. For this reason, while the Act on Securities used the terminology of “acquisition of companies limited by shares”, the CMA introduced the definition of the “acquisition of participation” into the regulation.

 

The shareholder will have a reporting obligation in the case of acquiring participation in excess of 5%, and subsequently, the shareholder shall report the increase of participation in the case of the acquisition of each additional 5% (e.g. 5%, 10%, 15%, 20%) up to a participation of 50%. Subsequently, only exceeding the 75% and 90% thresholds should be reported. In the same way, the shareholder shall report the decrease in participation per each 5%.

 

Any shareholder breaching the legal regulations for acquisitions cannot exercise any membership rights over the company limited by shares until the disposal of any shares acquired by evading the rules for the acquisition of participation, and, in addition, the Supervisory Authority may impose a high penalty.

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1,073
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