SERBIA Law and Practice Contributed by: Nataša Lalović Marić, Jovan Mićović and Stefan Šilobad, Law Office Miroslav Stojanović in cooperation with Wolf Theiss
4. Stakebuilding 4.1 Principal Stakebuilding Strategies Building a stake in the target prior to launching an offer is permissible and is often done in practice. However, such stakebuilding must be carefully conducted to ensure full compliance with the applicable statutory regulations, including those governing capital markets and takeovers, which are relevant in acquisitions of joint stock companies. Acquisitions of shares in companies whose shares are traded on the Serbian regulated market or a multilat - eral trading facility (MTF), or that have more than 100 shareholders on each last day in three consecutive months, as well as an entire capital of at least EUR3 million in RSD counter-value, are subject to a takeover bid as soon as the statutory thresholds have been reached. The relevant process also requires full observance of the rules on acting in concert: pursuant to the Takeo - ver Law, the establishment of a relationship of “acting in concert” is equivalent to the acquisition of voting shares. When persons are acting in concert, the voting shares of the acquirer are added to the shares carry - ing voting rights of its concerting parties; when the obligation to launch a takeover bid arises out of the establishment of an “acting in concert” relationship, or when one of the parties “acting in concert” acquires shares that trigger the takeover bid obligation, all par - ties in such relationship (except for the target com - pany) are required to launch a takeover bid. However, as soon as one party launches a takeover bid, the other party is no longer obliged to do so. Pursuant to the Serbian Law on Protection of Compe - tition, the takeover of a controlling stake in a company qualifies as a concentration. A concentration arising out of a takeover, whether mandatory or voluntary, must be notified to the CPC even if the jurisdiction - al thresholds have not been met, provided that the takeover was conducted in the manner regulated by the Takeover Law and resulted in the acquisition of a controlling stake in the target company.
4.2 Material Shareholding Disclosure Threshold
Pursuant to the Serbian Capital Markets Law, a direct or indirect acquisition of voting shares in a target company whose shares are traded on the regulated market or the MTF, at or above the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75%, must be reported to the SEC, the respective target company (issuer), the regulated market or the MTF where the respective shares are traded, within the deadlines pre - scribed in the relevant SEC reporting rulebooks. The same notification obligation applies to a shareholder whose shareholding drops below any of the above thresholds as a result of the disposal of shares. The above disclosure requirements also apply when the thresholds have been reached, exceeded or dropped below, resulting in a change of the overall number of voting shares or votes arising thereun - der, for reasons not attributable to the shareholder (capital increase or decrease, or acquisition of treas - ury shares). This requirement also applies when the issuer has been established outside of Serbia but their shares had been admitted for trade on a regulated market in Serbia. Specific disclosure requirements are prescribed for share acquisitions and disposals in financial institu - tions. 4.3 Hurdles to Stakebuilding The material shareholding disclosure thresholds pre - scribed under the law are mandatory and must be observed as prescribed. 4.4 Dealings in Derivatives Dealings in derivatives are allowed under the law. 4.5 Filing/Reporting Obligations In general, as of the date Serbia accedes to the EU, investment firms and market operators managing ven - ues for the trade of commodity derivatives, emissions allowances or derivatives thereof will be obliged to: • publish weekly reports on the aggregate positions held by the different categories of persons for the different commodity derivatives or emissions allow -
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