The National Assembly of the Republic of Srpska adopted Amendments to the Law on Takeover. The most notable changes are as follows:
- Takeover threshold: Takeover threshold is moved from 25% to 30% of the total shares with voting rights excluding shares with voting rights held by the issuer.
- Exemptions from the obligation to publish a takeover: The exceptions for publishing a takeover are extended. The person that acquires shares with voting rights on the following ways will not be obliged to publish a takeover:
- If shares are obtained during the process of a capital increase and if in the decision on the increase of capital, it is defined that there will be no obligation to provide takeover offer ;
- If shares are obtained using the option of pre-emptive rights during the increase of capital;
- If shares are obtained but the percentage of its total number of shares with voting rights remains unchanged
- If shares are obtained but the voting rights do not exceed the amount of total rights of another shareholder or shareholders who acts together who obtained rights during the takeover.
- Changes in conditions of a takeover bid:
- Price of securities in the takeover offer: It is defined that for the shares which are subject of the takeover bid and which are not liquid (if in the period of the 6 months the turnover of the shares does not represent at least 3% of the total shares issued and if in at least 3 months of that period the turnover of the shares does not represent at least 1% of the total amount of the issued securities on the monthly level considering the takeover bid and block transactions), the bidder needs to offer a price that cannot be lower than the highest price at which the bidder, or a person who acts together with him, acquired the shares with voting rights in a period of one year before the date of the obligation to provide the takeover bid, or to offer the book value of shares from the latest financial report.
- Obligation of the bidder: If case that the bidder or the person who acts with him in the period of one year after the takeover is conducted acquires shares which were subject of the takeover bid at the price that is higher than was the bid price, they are obliged to pay the price difference within 30 days from obtaining new shares to the shareholders who have accepted a takeover bid during the takeover process. In case they do not comply with this obligation, the ex-shareholders who accepted this offer can appeal.
- Previously defined option of squeeze out during the takeover offer, where a shareholder with 95% of shares with voting rights had option to obtain the rest of the amount of securities, is removed from the Law.
- Obligations of the Issuer: Amendments define that employees of the issuer have the right to give their own opinion on the intention of the bidder to provide a takeover offer which will be submitted to the Security Commission along with the opinion of the issuer's supervisory board.
Impact on investors: The takeover threshold is moved, exemptions from publishing takeover are extended, definition of the price which needs to be offered.