CYPRUS Law and Practice Contributed by: Kyriacos Scordis, Anna Borovska and Constantinos Kazamias, Scordis, Papapetrou & Co LLC
ment which may impact transactional structuring, pre and/or post-acquisition taxation and as a result entry/exit strategies and considerations. 3.2 Significant Changes to Takeover Law The Commission for the Protection of Competition (CPC) launched a public consultation on a draft bill titled Control of Concentration Between Undertak - ings (Amending) Law of 2025. Among the suggested amendments is the change in the turnover threshold that determines whether a concentration is notifiable in Cyprus (the requirement that at least two partici - pating entities must each have a turnover of at least EUR200,000 in the Republic of Cyprus, instead of the current requirement that EUR3.5 million of the aggregate turnover of all participating undertakings be achieved within the Republic of Cyprus), allow - ing merger notifications to be submitted via electronic and digital means, in addition to the traditional written form and for the CPC to have the ability to impose conditions on a proposed merger at an early stage. The proposed amendment also extends the internal timelines of the CPC for conducting full investigations. The effect of the proposed law will be to provide the CPC with greater control and flexibility over mergers and acquisitions with Cypriot market relevance. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Most M&A activity in Cyprus is in the form of direct offers/bids (whether by existing shareholders or third parties) or purchase of distressed assets. Stakebuild - ing exercises are rare, especially in view of the small size of the Cypriot economy and the relevant market. 4.2 Material Shareholding Disclosure Threshold Disclosure requirements are triggered under of the Cyprus Securities and Stock Exchange Law in rela - tion to securities listed in the Cyprus Stock Exchange at thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%. A person must disclose acquisitions or disposals to the issuer of the securities concerned, CySEC and CSE no later than the day following the acquisition, when the percentage of the person’s vot -
ing rights reach, surpass or fall below the above-men - tioned thresholds. Similarly, in accordance with the Transparency Law, a person whose shareholding following an acquisition or disposal of listed shares with attached voting rights (listed in the Cypriot Stock Exchange or in any regu - lated market of any other EU member state) reaches, surpasses or falls below thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of the total voting rights in the issuing company must notify the issuer, CySEC and CSE of such a transaction. Additionally, in accordance with the Takeover Bids Law, any acquisition which takes place during a take - over bid period by a bidder who holds 5% or more of the voting rights of the target company or the bidder must disclose details of the acquisition transaction to the target company’s employees, its board, CSE, CySEC and make relevant announcement. Anyone acquiring 0.5% of the voting rights of the target com - pany or the bidder must announce the acquisition and all subsequent acquisitions and their details. 4.3 Hurdles to Stakebuilding The main hurdles to stakebuilding are obtaining share - holder approvals from the target to accept the bid, securing the necessary financing before announcing the bid and obtaining the necessary regulatory sector or activity-specific approvals. The minimum reporting thresholds specified under the applicable legislation must always be met. 4.4 Dealings in Derivatives Dealings in derivatives are allowed in Cyprus, pro - vided the traders in such derivatives are licensed and authorised by CySEC, as well as in compliance with the relevant European and national legislation, EU regulations and the appropriate guidelines and rec - ommendations by the European Securities and Mar - kets Authority and the European Banking Authority as adopted by CySEC. 4.5 Filing/Reporting Obligations Cyprus transposed the provisions of the Markets in Financial Instruments Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 and amending Directive 2002/92/EC and Direc -
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