ARMENIA Law and Practice Contributed by: Hayk Hovhannisyan and Tachat Voskanyan, HAP
6.4 Common Conditions for a Takeover Offer Specific conditions apply to offers to purchase equity securities of JSC registered in RA (exclud - ing investment funds) that are traded on a regu - lated market in RA. This type of offer is a public proposal to buy all or part of the equity securi - ties of the same class, where the buyer offers to acquire 10% or more of the securities of that class. Before publishing the offer, the buyer must obtain prior approval from the CB. The period for the offer to surrender securities cannot exceed 60 days. The conditions of the offer to surrender securities must be the same for all owners of securities of that class. If state - ments are provided to the securities owners in connection with that offer, the same statements must be provided to all owners of securities of that class. A person who has accepted the offer to surrender a security has the right to withdraw their acceptance at any time after the publication date of the offer to surrender (or changes to it) until the end of the offer period. 6.5 Minimum Acceptance Conditions When discussing the minimum acceptable con - ditions, it is important to highlight that the offer to surrender securities must be at least equal to the market price of those securities. Additionally, the CB must establish the calculation procedure and conditions. At the same time, the period for the offer to sur - render securities must be at least 15 days. 6.6 Requirement to Obtain Financing JSC can increase their charter capital by rais - ing the nominal value of shares or issuing addi - tional shares. However, RA legislation prohibits increasing the company’s charter capital using borrowed funds if the value of previously issued
tender offer made thereof for all the securi - ties of the given class as prescribed by this Chapter; • the securities have been acquired by a person providing investment services for placement purposes; and • the person sells the portion of securities exceeding 75% within ten working days after acquiring them to someone not considered a joint actor under Article 151 of this Law, as long as no general meeting of the issuer’s shareholders is held during that period. 6.3 Consideration Company shares can be purchased with differ - ent assets, including monetary funds, securities, property rights, and intellectual property. Nota - bly, the legislator has provided for the possibility of compensation with corresponding securities; in particular, the compensation offered to the owners of the securities in the offer to surren - der securities can be in monetary funds and/or securities of another issuer or securities of the given issuer admitted to trading on the regulated market, except for the mandatory offer to sur - render securities made according to the law, in which case the specified compensation can only be in monetary funds. The recent amendment to the “Law on Non-Cash Transactions” is signifi - cant. According to this amendment, effective 1 July 2022, any payments or receipts for trans - actions exceeding AMD300,000 – related to the sale of goods, property, the use of goods and property, the performance of work, the provision of services, and the payment of passive income as defined by the Tax Code of the RA – must be conducted in a non-cash form if at least one party involved is an individual. This requirement applies regardless of the payment procedure unless this law or other relevant laws stipulate specific lower thresholds or other exceptions.
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