CYPRUS Law and Practice Contributed by: Marios Pelides and Dominique Pelides, Georgiades & Pelides
3.2 Type of Agreement Required Prior to Notification A notification may only be made once an agree - ment as to the concentration has been conclud - ed, or in the case of a takeover offer, following publication of the public takeover bid or acquisi - tion of a controlling interest triggering a takeover bid. In practice and given that the concentration may not be implemented before CPC clearance is obtained, parties tend to submit notifications within a few days of signing the transaction doc - umentation. There is one exception to the above, which is where the parties are able to demonstrate to the Service that they have a good faith intent to reach agreement or (in the case of a takeo - ver offer) where the relevant party has publicly announced its intention to make a takeover bid. In practice, the Service will require evidence that there is a high degree of certainty that the transaction will proceed (eg, execution versions of the transaction documentation) as well as an explanation of the urgency involved (eg, that the transaction documents cannot be signed before a separate regulatory clearance is received, but there would be serious financial or other reper - cussions to delaying implementation for the duration of the CPC’s review period). 3.3 Filing Fees There is a flat filing fee of EUR1,000 for a notifi - cation. If the CPC decides to proceed to a Phase II investigation, an additional fee of EUR6,000 is payable. The filing fee is paid when submitting the notifi - cation. The CPC’s review period does not begin until the filing fee is paid.
not subject to CPC approval pending clearance. The CPC does not technically have to be noti - fied of this; however, it is good practice to be as transparent as possible. In cases where the CPC has decided to proceed to a Phase II investigation, the CPC may grant permission for a transaction or parts thereof to be implemented pre-clearance on the application of one or more of the parties involved. Permission is granted on a temporary basis (meaning that, if the CPC ultimately decides not to approve the concentration, any implementation steps taken by the parties must be unwound following the CPC’s decision) and may be issued subject to any conditions the CPC considers appropriate. Applicants must demonstrate that they will suffer serious damage if implementation of the trans - action is delayed further. In deciding whether to grant permission, the CPC will take into account the consequences of the delay in implementa - tion on the participants as well as on third parties and will weigh such consequences against the perceived threat to healthy competition posed by the transaction.
3. Procedure: Notification to Clearance 3.1 Deadlines for Notification
The Law does not prescribe a particular dead - line by which notification must be made, subject to the proviso that a concentration (or at least, those parts of a concentration that relate to Cyprus) may not be implemented without CPC clearance. See 3.2 Type of Agreement Required Prior to Notification with regard to the timing of submission of a notification.
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