CYPRUS Law and Practice Contributed by: Kyriacos Scordis, Sofia Tryfonos Avraam and Anna Borovska, Scordis, Papapetrou & Co LLC
the corresponding dilution (carried out in good faith) may have a substantially similar effect. Similarly, a merger is a matter of relative voting rights and court sanction. In the case of public companies, squeeze-out provisions are contained in the Takeover Bids Law. The squeeze-out is triggered when the bid - der has no less than 90% of the capital carrying voting rights and no less than 90% of the vot - ing rights in the offeree company or the bidder has obtained or agreed to acquire securities that would bring its participation no less than 90% of the capital carrying voting rights and no less than 90% of the voting rights. The application to trigger the squeeze-out is made by the bidder to CySEC. If CySEC is sat - isfied that the relevant conditions are met, it issues a decision authorising the offeror to pro - ceed with the squeeze-out procedure in order to A bidder may seek irrevocable undertakings from the principal shareholders of the target compa - ny to vote in favour of accepting its offer. Such irrevocable undertakings are subject to relevant regulatory conditions being met as referred to in 6.3 Consideration , 6.4 Common Conditions for a Takeover Offer and 6.5 Minimum Acceptance Conditions . Furthermore, reservations may be made that if a higher offer is received the undertaking will not be effective. Alternatively, the principal share - holders may prefer to provide a non-binding let - ter confirming intent to support the bid. In practice, irrevocable commitments can be provided depending on their relevance in the acquire the balance of the securities. 6.11 Irrevocable Commitments
particular transaction, the target’s market posi - tioning and the anticipated benefit to the target.
7. Disclosure 7.1 Making a Bid Public
A bid is made public through a public announce - ment by the person intending to make the bid. The bid process starts when the announcement is made when the bidder has a firm intention to make a bid or once they have acquired securi - ties which trigger the making of a mandatory bid; obliging them, pursuant to the provisions of the law, to make an announcement where there is a leak or speculation of a proposed transaction. The announcement must be simultaneously made to the following: • the CSE; • CySEC; • the website of the person making the announcement; • if the announcement is made by the bidder, to its employees or their representatives and the board of the target company; and • if the announcement is made by the target company, to its employees or their represent - atives and the board of the bidder. In the event that any announcement will take the form of a press release, the person making the announcement must notify it to the CSE and to CySEC so that the official announcement is made as soon as possible and precedes publi - cation of the information in the media. Within two days from the end of the time allowed for acceptance of the bid, the bidder is required to announce the result of the bid and publish it the next day following the announcement, in
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