UKRAINE Law and Practice Contributed by: Mykyta Nota and Anton Arkhypov, AVELLUM
3.2 Type of Agreement Required Prior to Notification A binding agreement is not required prior to noti - fication. Parties can file on the basis of a less formal agreement (eg, a draft of transactional documents, letter of intent or memorandum of understanding) as long as such a document suf - ficiently outlines the key terms and conditions of The filing fee is UAH42,500 per notifiable event (around EUR910). Multiple notifications may be necessary depending on the transaction’s struc - ture. The filing fees must be paid before notifica - tion. 3.4 Parties Responsible for Filing the transaction. 3.3 Filing Fees The buy-side and the sell-side are jointly respon - sible for filing. The following undertakings can act as the applicants depending on the transac - tion structure: • the acquirer and the target; • the controlling parents of the acquirer and the target; • the founders of the joint venture; or • the controlling parents of the merging under - takings. In the case of a hostile takeover, the AMC may agree to accept a notification submitted by one of the parties. 3.5 Information Included in a Filing The information and documents required for fil -
• information on the parties’ worldwide and Ukrainian activities, indicating undertakings that are active and/or registered in Ukraine; • a description of the transaction structure, indicating the transaction stages and the timeline for their implementation; • information on merger clearance sought or granted in other jurisdictions; • parties’ asset and turnover data globally and in Ukraine for the previous financial year; • for the relevant markets, value and volume- based sales and market share data, indicat - ing competitors and their estimated market shares on overlapping markets for the pre - ceding three years and, in practice, the latest reporting period; • corporate structures of parties to a concen - tration before and after closing; • a description of the source of funds and documents: (a) confirming the availability of own funds to pay the consideration (eg, financial state - ments, excerpts from a bank account); and (b) confirming that the lender does not ac - quire control over the borrower as a result of the financing arrangement (eg, loan agreement); • PoAs from the notifying parties (notarised and apostilled or legalised); and • a draft or copy of transactional documents (share purchase agreements, shareholders’ agreements, memorandums of understand - ing, etc). For the standard review procedure (in addition to the items mentioned in the list above): • a detailed feasibility study of the concentra - tion’s effect on the Ukrainian markets;
ing depend on the review procedure. For the simplified review procedure: • filing fee payment orders;
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