CYPRUS Law and Practice Contributed by: Kyriacos Scordis, Sofia Tryfonos Avraam and Anna Borovska, Scordis, Papapetrou & Co LLC
time of execution of the transactions as close to real-time as permitted by technical standards. Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (EMIR) is also applicable. Accordingly, licensed investment firms under the above-mentioned law are required to report the details of any derivative contract concluded (including any modifications or terminations thereof) to a registered trade repository, or to ESMA when there is no trade repository avail - able to record the derivative contract details, not later than the working day following the conclu - sion (or modification, or termination) of the con - tract. Details include the parties to the derivative contract and main characteristics (such as the type, underlying maturity, notional value, price and settlement date). Exemptions apply subject to meeting certain criteria and a relevant notifica - tion to CySEC of the intention of the counterpar - ties to apply the exemption. 4.6 Transparency Shareholders do not need to make known the purpose of their acquisition in private or pub - lic companies; however, if a bidder is making a takeover bid, the bidder must draw up an offer document in accordance with the provisions of the Directive of CySEC on the Content of the Offer Document (the “CySEC 2012 Directive” ), which must include amongst other information the bidder’s intention with regard to the future business of the target. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal There are no express provisions requiring disclo - sure of M&A transactions under the Companies
Law until completion of the procedure, where the relevant filings will need to be made with the Companies Registrar in respect of the change of shareholder in the company. Generally, Cyprus public M&A transactions are disclosed following a possible or actual “leak” or upon a bidder definitively deciding to make an offer. According to the Takeover Bids Law, it is the bidder who has the obligation to announce its decision when it is final and it has every rea - son to believe that it will be implemented or upon the acquisition of securities which give rise to an obligation to make a bid under the Takeover Bids Law; see 7.1 Making a Bid Public . More specifically, within 12 days following the bidder announcing its intention to make a bid, it must deliver to CySEC and the target com - pany the public offer document. Once CySEC has reached its decision, the bidder must then: • declare and publish at the soonest, in at least two daily newspapers, CySEC approval or its reasons for rejection of the offer document; • address, at the soonest, the offer document to the target company and to the bidder’s employee representatives or, where there are no representatives, to the employees them - selves; and • within seven days of announcing the approval of the offer, send by post a copy of the offer document to the relevant holders of securities subject to the bid, list the document on its website (if one exists) and forward the rel- evant documentation to the regulated market where the securities are listed, in order to list the document on its website. 5.2 Market Practice on Timing Generally, market practice on timing of disclo - sure does not differ from the legal requirements,
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