UZBEKISTAN Law and Practice Contributed by: Nodir Yuldashev, GRATA International law firm
3.4 Competition Law and Antitrust Uzbekistan’s antitrust regulations shall apply in situa - tions described in Article 26 of the Law on Competi - tion. These include the following kinds of corporate transactions: • reorganisation of a company registered in Uzbeki - stan in the form of accession or a merger; • acquisition of at least 25% of shares from the total share capital of a JSC registered in Uzbekistan; or • acquisition of at least 1/3 of shares from the total share capital of an LLC registered in Uzbekistan. In the above transactions, antitrust clearance in the form of acquiring preliminary consent from the anti- monopoly agency for economic concentration shall be required if one of the below criteria is fully satisfied: • cost of assets or annual turnover resulting from the sale of goods/services of one of the participating persons exceeds 250,000 basic calculation units (roughly USD8 million); or • aggregate cost of assets or annual turnover result - ing from the sale of goods/services by all persons participating in the transaction exceeds 500,000 basic calculation units (roughly USD16 million). It has also been frequently noted and confirmed by the national anti-monopoly agency that based on Article 3 of the Law on Competition, foreign-to-foreign transac - tions capable of influencing Uzbekistani commodity and financial markets may also require antitrust clear - ance prior to execution of such transactions. 3.5 Listed Companies and Market Disclosure Rules Concerning JSCs that have issued shares and such shares have been listed on a stock exchange, they need a formal web-page and must follow manda - tory disclosure requirements on the stock exchange through the unified corporate information portal and through their own formal web-page. A listed JSC has to publish information and make it accessible to any interested person in: • the prospectus of shares to be issued – no later than two weeks prior to issuance of shares (except for private subscription);
• annual reports – no later than two weeks from the date the general meeting of shareholders or other executive body has been held; • quarterly reports – no later than a month following the reported period; • the announcement of significant facts or circum - stances – no later than two working days from the date the significant fact or circumstance has occurred; and • the announcement of a transaction with affiliated persons – no later than 72 hours from the moment it has been executed. All obligations applied to listed companies which have been described above are not applicable to LLCs. 3.6 Transparency and Ownership Disclosure Article 47 of the Law on the Equities Market estab - lishes the following disclosure obligations applicable to persons who have acquired shares issued by an Uzbek JSC. • If a buyer has acquired 35% or more of any kind of security issued by a JSC then no later than five days from the acquisition the buyer has an obliga - tion to disclose this information to the issuer – ie, the JSC which has issued such security. This infor - mation, in turn, must be disclosed by the issuer through the unified portal of corporate information and their own web-page no later than two days from receiving the information. • If a buyer acting itself or together with its affiliated persons has acquired 20% shares issued by a JSC, or more as a result of one or a series of deals, then no later than five days from the acquisition the buyer has an obligation to disclose this information to the issuer – ie, the JSC which has issued these shares. This information must be disclosed by the issuer through the unified portal of corporate infor - mation and their own web-page no later than two days from receiving the information. • If a buyer has acquired 50% shares issued by a JSC, or more, then no later than 30 days from the acquisition the buyer has an obligation to announce an offer to all remaining shareholders through mass media to sell their shares to the buyer at market price as well as inform the issuer of this fact. This information, in turn, must be dis -
240 CHAMBERS.COM
Powered by FlippingBook