SLOVENIA Law and Practice Contributed by: Markus Bruckmüller, Klemen Radosavljević and Matej Kraner, Wolf Theiss Attorneys-at-law
9.2 Listed Targets Investors seeking to acquire a publicly listed company in Slovenia must adhere to a compre- hensive regulatory framework designed to pro- mote transparency, protect shareholder interests and maintain market integrity. This framework is based on several key pieces of legislation and rules. The most important of these is the Slo- venian Takeover Act, which sets out the rules for mandatory takeover bids and ensures that shareholders are treated fairly during the acqui- sition process. The Slovenian Market in Finan- cial Instruments Act regulates trading prac- tices and disclosure obligations, while the EU Market Abuse Regulation (MAR) imposes strict standards to prevent insider trading and mar- ket manipulation. The Slovenian Companies Act establishes corporate governance principles and procedural requirements, while the Ljubljana Stock Exchange Rules ( Pravila borze ) set out further obligations for companies and investors operating in the Slovenian capital market. The Slovenian Takeover Act, which regulates, among other things, the mandatory bid rule, takeover (voluntary) bids, and restrictions on the defence of targets, applies to acquisitions of (i) public joint-stock companies (ie, joint-stock companies whose shares are admitted to trad- ing on an organised market in Slovenia), and (ii) private joint-stock companies that have either more than 250 shareholders or more than EUR4 million in total equity. Methods of Acquisition The acquisition of a Slovenian joint-stock com- pany that fulfils the conditions set out above can be carried out either through a voluntary public offer or through a mandatory public offer.
( Javna agencija Republike Slovenije za varstvo konkurence – the CPA) if in the business year preceding the concentration (cumulatively): • the combined turnover of the undertakings concerned (including undertakings belong- ing to the same group) in Slovenia exceeds EUR35 million; and • either the turnover of the acquired undertaking (ie, the target), including undertakings belong- ing to the same group, in Slovenia exceeds EUR1 million or, in the case of the creation of a full-function joint venture, the turnover of at least two undertakings concerned (including undertakings belonging to the same group) in Slovenia exceeds EUR1 million. Even if these turnover thresholds are not met, the undertakings concerned should notify the CPA if the combined market share of the under- takings concerned in Slovenia exceeds 60%. The Slovenian merger control regime (one-stop shop principle) does not apply to concentrations falling within the scope of the European Merger Regulation. Threshold Disclosure Requirements Under the Slovenian Market in Financial Instru- ments Act ( Zakon o trgu finančnih instrumentov (ZTFI-1)), any person who, directly or indirectly, reaches, exceeds or falls below the respective thresholds of 5%, 10%, 15%, 20%, 25%, 33%, 50% or 75% of the voting rights in a joint-stock company is obliged to notify the Slovenian Securities Market Agency and the company upon reaching the respective threshold of voting rights. The company must then publish the noti- fied change within three trading days of receipt of the stakeholder’s notification.
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