CYPRUS Law and Practice Contributed by: Kyriacos Scordis, Anna Borovska and Constantinos Kazamias, Scordis, Papapetrou & Co LLC
tive 2011/61/EU (recast) (as amended) (MiFID), with the Provision of Investment Services, Exercise of Investment Activities, Operation of Regulated Mar - kets and other Regulated Markets Law (87 (I)/2017); the Markets in Financial Instruments Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 (MiFIR) has direct applicabil - ity, with technical standards taking effect on imple - mentation. Pursuant to the MiFIR rules, there is an obligation for market operations and licensed investment firms operating a trading venue to publicise the prices and depth of trading interests of derivatives traded, on a continuous basis during normal trading hours, with transparency requirements being calibrated on the basis of the trading systems. Post-trade, market operators and investment firms publicise the price, volume and time of execution of the transactions as close to real-time as permitted by technical standards. Regulation (EU) No 648/2012 of the European Par - liament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade reposi - tories (EMIR) is also applicable. Accordingly, licensed investment firms under the above-mentioned law are required to report the details of any derivative con - tract concluded (including any modifications or ter - minations thereof) to a registered trade repository, or to ESMA when there is no trade repository available to record the derivative contract details, not later than the working day following the conclusion (or modifica - tion, or termination) of the contract. Details include the parties to the derivative contract and main character - istics (such as the type, underlying maturity, notional value, price and settlement date). Exemptions apply subject to meeting certain criteria and a relevant notifi - cation to CySEC of the intention of the counterparties to apply the exemption. 4.6 Transparency Shareholders do not need to make known the pur - pose of their acquisition in private or public compa - nies; however, if a bidder is making a takeover bid, the bidder must draw up an offer document in accord - ance with the provisions of the Directive of CySEC on the Content of the Offer Document (the “CySEC 2012 Directive”), which must include amongst other
information the bidder’s intention with regard to the future business of the target.
5. Negotiation Phase 5.1 Requirement to Disclose a Deal
There are no express provisions requiring disclosure of M&A transactions under the Companies Law until completion of the procedure, where the relevant filings will need to be made with the Companies Registrar in respect of the change of shareholder in the company. Generally, Cyprus public M&A transactions are dis - closed following a possible or actual “leak” or upon a bidder definitively deciding to make an offer. Accord - ing to the Takeover Bids Law, it is the bidder who has the obligation to announce its decision when it is final and it has every reason to believe that it will be implemented or upon the acquisition of securities which give rise to an obligation to make a bid under the Takeover Bids Law; see 7.1 Making a Bid Public . More specifically, within 12 days following the bidder announcing its intention to make a bid, it must deliver to CySEC and the target company the public offer document. Once CySEC has reached its decision, the bidder must then: • declare and publish at the soonest, in at least two daily newspapers, CySEC approval or its reasons for rejection of the offer document; • address, at the soonest, the offer document to the target company and to the bidder’s employee rep - resentatives or, where there are no representatives, to the employees themselves; and • within seven days of announcing the approval of the offer, send by post a copy of the offer docu - ment to the relevant holders of securities subject to the bid, list the document on its website (if one exists) and forward the relevant documentation to the regulated market where the securities are listed, in order to list the document on its website. 5.2 Market Practice on Timing Generally, market practice on timing of disclosure does not differ from the legal requirements, as specific
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