CYPRUS Law and Practice Contributed by: Kyriacos Scordis, Sofia Tryfonos Avraam and Anna Borovska, Scordis, Papapetrou & Co LLC
6.4 Common Conditions for a Takeover Offer A public takeover offer will be subject to the acceptance conditions specified in 6.5 Minimum Acceptance Conditions (see also 6.3 Consid- eration ) and the requisite regulatory shareholder and antitrust approvals. Additionally, regulatory conditions are imposed in the Takeover Bids Law whereby during the period preceding the announcement of the bid and including the expiration of the acceptance period, the bidder and any people acting on the bidder’s behalf may not: • make any arrangements with the target’s shareholders; • enter into any arrangements with people who, even though not members of the target, have voting rights in the target; • deal or enter into any arrangements involving trading in securities of the target company; and • enter into arrangements involving acceptance of a bid on more favourable terms than those offered to the target’s shareholders. 6.5 Minimum Acceptance Conditions The following are some of the regulatory con - ditions which are imposed for the making of a public offer under the Takeover Bids Law. • An offer document must be published by the bidder and approved by CySEC. • The bid must be made for the total of the target securities, unless approval has been received from CySEC to make a submission of a partial takeover bid. The minimum and maximum number of securities that the bid - der will be bound to accept must be speci - fied, otherwise approval will not be granted.
CySEC will not permit the submission of a partial takeover bid: (a) if the bidder has acquired interest in shares in the target during 12 months before or at any time after the application for CySEC’s consent; (b) if the bidder aims to acquire 30–50% of the voting rights of a company; and (c) unless the conditions as specified in 6.3 Consideration are met. • The equitable price, as referred to in 6.3 Con- sideration , is met; in case of a voluntary bid, it is in CySEC’s discretion to allow a lower price. • A public bid for the acquisition of the target’s securities will be considered successful if the total of the bidder’s voting rights after the bid give it 50% or more of the voting rights in the company. • Squeeze-out rights will be triggered when the bidder acquires 90% of the voting rights in the target company via a public offer. • All holders of the same class of shares of the target company must be treated equally and must have adequate information so that they can reach a properly informed decision. • Mandatory bid provisions will be triggered when any person, as a result of their own acquisition or the acquisition of persons acting in concert with them, acquires 30% or more of voting rights in that company either directly or indirectly, and such person is obliged to make a bid for the outstand - ing securities at a fair price, at its earliest opportunity, to all the holders of the remaining securities. The mandatory public bid provi - sions are in effect triggered when a bidder, who prior to the bid held less than 30% of the voting rights in a company, acquires more than 30% of the voting rights in such a com - pany, or where a holder of between 30% and
550 CHAMBERS.COM
Powered by FlippingBook