Please find in what follows an account of the most significant changes to the Law on Takeovers of Joint Stock Companies (the “Law”).
After acquiring more than 25% of the voting shares of the offeree company (control threshold) and publishing a mandatory takeover bid in line with the Law, the acquirer is obliged to make a takeover bid if, independently or as persons acting in concert, it increases its amount of voting shares with more than 10% (additional threshold). Exceptionally, the acquirer is obliged to make a takeover bid if, independently or as persons acting in concert, it increases its amount of voting shares with less than 10% but in such way it has acquired more than 75% of the voting shares (final threshold). The acquirer is not obliged to publish a takeover bid in case it holds at least 75% of the voting shares, which were obtained in accordance with the Law.
The offeror is obliged to make its notice of takeover intent within two business days (previously one business day) of the day of the takeover obligation. The offeror shall submit an application for approval to make the takeover bid to the Securities Commission within 15 business days (previously 15 calendar days) following the date the obligation to make a takeover bid has arisen. The Securities Commission shall issue its decision within ten business days (previously 7 business days) following the day of the receipt of the application.
When the voting shares of an offeree company are liquid, the offeror shall provide in the takeover bid at least the highest price between the following two:
- The average weighted price of the voting shares in the period of the last six months preceding the publication of the notice of takeover intent, determined based on a trading report from a regulated market and/or an MTF.
- The highest price at which the offeror or the persons acting in concert with it have acquired voting shares in the last twelve months prior to the obligation to make the notice of takeover intent public has arisen.
When the voting shares of an offeree company are not liquid or if they are not admitted to trading on a regulated market or an MTF, the offeror shall provide in the takeover bid at least the highest consideration among the following three:
- The highest price at which the offeror or the persons acting in concert with it have acquired voting shares in the last twelve months prior to the obligation to make the notice of takeover intent public has arisen.
- The book value of the voting shares on the basis of the last annual financial statements.
- The estimated value of the voting shares on the day when the obligation to make the notice of takeover intent public has arisen.
A fine of RSD 1,000,000 to 3,000,000 (approximately EUR 8,100 to EUR 24,300 as at 31 December 2016) shall also be imposed on a legal person that:
- fails to launch a takeover bid under the conditions and in the manner prescribed by the Law
- publicly announces a takeover bid not in accordance with the Law
- fails to publish a notice of intent and to send it to Regulated Market, MTF, CSD, Securities Commission and offeree company within two days following the day the obligation to make the notice of intent public has arisen
The amendments to the Law are in effect as of 5 January 2017.
Impacts on investors: The amendments to the Law on Takeovers of Joint Stock Companies are aimed at improving overall investor friendliness of the local capital market, while protecting shareholders and harmonising the rules with the EU legislation.