SERBIA Law and Practice Contributed by: Nataša Lalović Marić, Jovan Mićović and Stefan Šilobad, Law Office Miroslav Stojanović in cooperation with Wolf Theiss
7.2 Type of Disclosure Required A public offering of shares generally requires the issuance, approval and publication of a Prospectus, unless such obligation is explicitly waived under the law. A Prospectus must contain information that ena - bles investors to assess: • the property and obligations, profits and losses, financial status and potential business results of the issuer and all surety; • rights arising out of securities; and • the reasons for the issuance and the impact of such issuance on the issuer. 7.3 Producing Financial Statements Financial statements do not constitute a compulsory part of the takeover bid. However, in the process of approving a takeover bid publication (see 7.1 Making a Bid Public ), the SEC may request the delivery of other documents, including the financial statements. Financial statements are generally prepared in accord - ance with IFRS on a form prescribed by the Serbian Ministry of Finance, and are registered and published until March 31st of the current year for the preceding year. 7.4 Transaction Documents M&A transactions in Serbia are generally governed by framework agreements containing all details of the transaction, including but not limited to the purchase price, conditions precedents and pre- and post-clos - ing covenants. Such agreements are supplemented by the actual transfer documents, which range from short-form share transfer deeds in private transac - tions to takeover bid documents in public takeover processes. Framework agreements are generally not disclosed to the Business Registers Agency for confidentiality reasons. In private transactions, share transfer reg - istrations are executed based on short-form share transfer deeds or share transfer orders or, in takeover processes, the takeover bid documents.
Within 15 business days from the day on which the obligation to launch a takeover bid arises, the bidder must file the following with the SEC: • the request for approval of the publication of a takeover bid; • the takeover bid; • the short-form takeover bid; • the text of the Notification of a Takeover Intent; and • the supporting documentation. The general deadline for the SEC to issue its approval of the application to publish a takeover bid is ten busi - ness days. The Notification of a Takeover Intent must contain the same information as must be included in the actual takeover bid (see 5.5 Definitive Agreements ), as well as the bidder’s confirmation that it will publish a takeo - ver bid within the statutory deadlines. The Notification of a Takeover Intent cannot be amended or waived after the submission of the request for approval for publication of a takeover bid. In terms of a voluntary takeover bid, the publication of the Notification of a Takeover Intent creates an obliga - tion for the bidder to publish the relevant takeover bid in line with the Takeover Law. The bidder must publish the short-form takeover bid, as well as all amendments thereto, immediately after receiving the SEC’s approval of the request to publish a takeover bid or its amendments. The publication needs to be made in one daily newspaper that covers the whole territory of the Republic of Serbia. The bid - der must immediately submit a copy of the published short-form takeover bid to the SEC. The bidder must also submit the takeover bid and all amendments thereto to the target company, the regulated market or the MTF and the CSD on the day on which it ordered the publication of the short-form takeover bid in the newspaper, and the respective delivery to the shareholders of the target company must be executed within three days from the date it ordered the publication of the short-form takeover bid in the newspaper.
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