BULGARIA Law and Practice Contributed by: Nikolay Zisov, Svetlina Kortenska, Deyan Terziev and Teodora Peycheva, BOYANOV & Co.
such disclosure would be the legitimate interests of the parties involved. Hence, the disclosure must be truly necessary and balanced against the rights and freedoms of the affected data subjects. The legitimate interest assessment should be duly documented. Overall, certain categories of personal data would need to be deleted or anonymised: typically, those would be employees’ data, and specifically any sensi- tive categories of personal data such as health data. Another aspect would be implementing appropriate technical and organisational measures for the relevant processing operations in a manner that ensures the security of any uploaded and disclosed personal data. Finally, where the due diligence would require the transfer of personal data to non-EU/EEA third coun- tries, it would be necessary to implement appropriate safeguards for the transfer as per the requirements of the GDPR. Typically, this would mean implement- ing the standard contractual clauses adopted by the European Commission or relying on an adequacy decision such as the EU-US Data Privacy Framework. 10. Disclosure 10.1 Making a Bid Public Please see 6. Acquisitions of Public (Exchange-List - ed) Technology Companies . 10.2 Prospectus Requirements The Prospectus Regulation provides exceptions to the obligation to publish a prospectus prior to offer- ing securities to the public or admission to trading on a regulated market. The exemptions to the obligation for publishing a pro- spectus related to offering of securities in connection with a takeover by exchange offer are only applica- ble to equity securities, where a document is made available to the public under the Prospectus Regula- tion, containing information on the transaction and its impact on the issuer where: • the equity securities offered are fungible with existing securities already admitted to trading on a regulated market prior to the takeover and its
related transaction, and the takeover is not consid- ered to be a reverse acquisition transaction; or • the FSC has issued a prior approval of the docu- ment with information on the transaction and its impact on the issuer. In the first case described above, it is required that the equity securities offered are interchangeable with existing securities already admitted to trading on a regulated market. 10.3 Producing Financial Statements There is no separate requirement for bidders to pro- duce financial statements in their disclosure docu- ments in a cash or stock-for-stock transaction. However, any issuers for which Bulgaria is considered to be a home member state and whose securities are admitted to trading on a regulated market are required to regularly disclose certain information as provided in POSA, including their financial statements. Issuers are required to disclose their annual financial statements to the public within 90 days of the end of the financial year and up to 120 days of the end of the financial year for issuers that are required to prepare consolidated financial statements. Furthermore, issuers are required to publicly disclose a six-month financial report. Usually, the local entities prepare their financial state- ments on the basis of National Accounting Standards adopted by the Council of Ministers and comply with the acts of the European Union and national circum- stances. Some entities are required to prepare their financial statements on the basis of International Accounting Standards. Such entities include: • credit and financial institutions; • investment firms; • management companies and collective investment schemes; • persons managing alternative investment funds and collective investment undertakings; and
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