COLOMBIA Law and Practice Contributed by: Gabriela Mancero, Daniel Peña, Maria Fernanda González and Andrea Sánchez Gallardo, Peña Mancero Abogados
tions granted by the data subjects and data pro- tection regulations related to the processing and recording of databases – if the company meets the thresholds (total assets exceeding 100,000 taxvalueunits(approximately USD1,120,000). The disclosure of personal data must be deemed necessary for the purposes for which authorisa- tion for collection and processing was granted. Furthermore, if personal data is to be transferred abroad and the destination country is not on the list of countries deemed by the SIC to provide adequate levels of data protection, a personal data transfer agreement must be signed with specific authorisation thereto. Colombian law allows for preliminary promotion of a takeover offer once the request for authori- sation has been filed with the FSC. After the takeover offer is authorised, the offeror must publish the tender offer notice at least three times – with intervals of no more than five busi- ness days – prominently in the economic section of a widely circulated national newspaper, either in print or online. Additionally, the notice must be published on the websites of the issuer, the offeror, the BVC and the Integrated Securities Market Information System ( Sistema Integral de Información del Mercado de Valores SIMEV). 10.2 Prospectus Requirements A prospectus is required for the issuance of shares, including in a stock-for-stock takeover offer, given that when consideration consists of shares, such securities must be registered on the BVC or listed on an internationally recog- 10. Disclosure 10.1 Making a Bid Public
nised stock exchange, as determined by the FSC. The prospectus must include, at a minimum, the terms and characteristics of the securi- ties being offered; the details of the offering, if applicable; the authorisations obtained; and a clear, complete, precise, objective and verifiable description of the issuer, covering organisational structure, historical background, financial infor- mation, expectations, risks, future projects and the intended use of funds raised from the issu - ance. 10.3 Producing Financial Statements When the transaction structure is a merger, special financial statements must be prepared and included in the merger project. The date of such statements may not be more than one month before the date of the call to the board of shareholders’ meeting where the merger is to be approved. For takeover offers, financial statements for the latest fiscal year and the opinion of the statutory auditor or audit reports in connection therewith must be disclosed in the offer’s booklet. As a general rule, companies are required to prepare financial statements in accordance with the International Financial Reporting Standards (IFRS). Colombia has adopted the IFRS as its official accounting standard to align with global financial reporting practices. 10.4 Disclosure of Transaction Documents The offer documents must be published in the websites of the issuer, the offeror, the BVC and SIMEV.
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