CYPRUS Law and Practice Contributed by: Kyriacos Scordis, Anna Borovska and Constantinos Kazamias, Scordis, Papapetrou & Co LLC
est where these exist; see 5.1 Requirement to Dis- close a Deal and 7.1 Making a Bid Public . The Transparency Law imposes requirements on pub - lic listed companies and their shareholders regard - ing disclosure triggers once a shareholding reaches a certain threshold; see 4.2 Material Shareholding Disclosure Threshold . 7.3 Producing Financial Statements A bidder intending to make a takeover bid is not required to produce financial statements in its announcement of intention to bid or its offer docu - ment. However, it is required to include in the bid reports on the steps to be taken to ensure a cash payment or the value of the consideration offered; and in the offer document information concerning the bid financing and the proposed consideration, when the consideration is composed of securities and the offer includes a profit forecast, a certification by independ - ent accountants or auditors is required to the extent that such forecast was prepared on the basis of stated assumptions, and basic accounting principles applied by the offeror. Companies are required under the Companies Law to produce and submit to the RoC audited annual finan - cial statements. Financial statements must comply with the International Financial Reporting Standards (IFRS) and be audited in accordance with International Standards on Auditing (ISAs). As they are submitted annually to the RoC, they are a public record docu - ment. Furthermore, with regards to public listed companies on regulated markets, the Transparency Law contains provisions on requirements of listed transferable secu - rities including requiring every company to disclose its annual financial report and annual financial statements and make these available to the public for a period of at least five years. 7.4 Transaction Documents There are no particular requirements or obligations to disclose transaction documents in part or in full in respect of private companies, whereas, in M&As involving a public offer in listed companies, the fol -
sible and precedes publication of the information in the media. Within two days from the end of the time allowed for acceptance of the bid, the bidder is required to announce the result of the bid and publish it the next day following the announcement, in two daily national newspapers. The announcement must state the per - centage of the securities accepted in the target by the bidder. 7.2 Type of Disclosure Required All Cyprus companies are subject to notification and disclosure requirements as specified in the Compa - nies Law. Companies must, for example, notify the RoC of any share capital increases or changes to their capital structure. In addition, shareholder changes for private and public companies are notified to the RoC, whereas public (listed) companies need to comply with the regulations of the relevant stock exchange and any sector-specific requirements. All companies have an obligation to submit annual returns, setting out key corporate details including the issuance of shares. Such information is open to the public to inspect for a nominal fee. Directors of listed companies must report all relevant transactions to the CSE and CySEC and publish the transactions on the company’s website. Addition - ally, aside from sector-specific requirements, the companies may be obliged to make disclosures in accordance with the requirements of good corpo - rate governance under the Market Abuse Law and the Transparency Law. More specifically, the Market Abuse Law imposes disclosure obligations regarding inside information and inside dealings by acquiring or disposing of, for their own benefit, securities to which inside information relates. The Code reinforces corporate governance practices requiring transparency and timely disclosure of infor - mation in acquisitions in order to protect the rights of all shareholders in all categories. Conflicts of Interest and Transparency The Companies Law provides that the board of direc - tors generally (and not only with regards to disclosure of issue of shares) need to disclose conflicts of inter -
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