By Dirk Van Gerven

The Council Directive of 21 April 2004 on takeover bids units forth the final ideas appropriate to takeover bids and clarifies yes minimal ideas with admire to the approach for a takeover bid, the duty to make a compulsory bid within the occasion a minimal threshold is crossed and the bulk shareholder's squeeze-out correct in addition to the minority shareholders' sell-out correct. in addition, the Directive defines the authority that's efficient to approve provide records and supervise takeover bids, and gives for not obligatory regulations at the activities of the objective company's administration and on defence mechanisms. This publication discusses the Takeover Directive and its enforcing principles in each one Member nation of the ecu Union and the eu fiscal sector, offering businesses and their advisors with precious perception into the felony framework and rules appropriate to takeover bids within the sector.

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In addition, where, following a bid, the offeror holds 75 per cent or more of the voting rights, no restrictions on the transfer of securities or any extraordinary rights of shareholders concerning the appointment or removal of board members provided for in the articles of association of the offeree company will apply (Art. 11(4) Dir. and Art. 35(4) Law). The decision of the general meeting must be immediately notified to the CySEC and to the regulated markets in which the offeree company’s securities have been or are intended to be traded.

The non-completion of the percentage of acceptances to consider the bid successful is not a valid reason for extension. If the acceptance period is finally extended, the bidder is required to make a relevant announcement, publish the extension in two newspapers of Cyprus-wide circulation, and, where possible, send without delay by post a relevant written notification to the holders of the securities subject to the bid. The next date set as the time allowed for acceptance must be indicated in the notification.

The CySEC may, at its absolute discretion, extend the deadline for deciding, without the offer document being considered approved. However, that extension may not exceed twice the period initially prescribed. If any of the above deadlines passes without any action being taken, the offer document is deemed to be approved. Within the time limits set out above the CySEC may (i) approve the offer document; (ii) indicate to the offeror necessary amendments before final approval; or (iii) prohibit the publication of the offer document if it does not satisfy the requirements of the Takeover Law.

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