BULGARIA Law and Practice Contributed by: Nikolay Zisov, Svetlina Kortenska, Deyan Terziev and Teodora Peycheva, BOYANOV & Co
need to be deleted or anonymised: typically, those would be employees’ data, and specifi- cally any sensitive categories of personal data such as health data. Another aspect would be implementing appro- priate technical and organisational measures for the relevant processing operations in a manner that ensures the security of any uploaded and disclosed personal data. Finally, in case the due diligence would require the transfer of personal data to non-EU/EEA third countries, it would be necessary to imple- ment appropriate safeguards for the transfer as per the requirements of the GDPR. Typically, this would mean implementing the standard contrac- tual clauses adopted by the European Commis- sion 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- Listed) Technology Companies . 10.2 Prospectus Requirements The Prospectus Regulation provides exceptions to the obligation to publish a prospectus prior to offering securities to the public or admission to trading on a regulated market. The exemptions to the obligation for publishing a prospectus related to offering of securities in connection with a takeover by exchange offer are only applicable to equity securities, where a document is made available to the public under the Prospectus Regulation, containing informa- tion on the transaction and its impact on the issuer where (i) the equity securities offered are
fungible with existing securities already admit- ted to trading on a regulated market prior to the takeover and its related transaction, and the takeover is not considered to be a reverse acqui- sition transaction, or (ii) the FSC has issued a prior approval of the document 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 interchange- able with existing securities already admitted to trading on a regulated market. 10.3 Producing Financial Statements There is no separate requirement for bidders to produce financial statements in their disclosure documents in a cash or stock-for-stock transac- tion. However, any issuers for which Bulgaria is con- sidered to be a home member state and whose securities are admitted to trading on a regulated market, are required to disclose regularly 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 issu- ers which are required to prepare consolidated financial statements. Furthermore, issuers are required to disclose publicly a six-month financial report. Usually, the local entities prepare their financial statements on the basis of National Accounting Standards adopted by the Council of Ministers and comply with the acts of the European Union and national circumstances.
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