Luxembourg Takeover Guide
|
|
- Stephanie Hampton
- 5 years ago
- Views:
Transcription
1 Luxembourg Takeover Guide Contacts Guy Harles & Katia Gauzès Arendt & Medernach
2 Contents Page INTRODUCTION 1 SCOPE OF THE TAKEOVER REGULATION 1 GENERAL PRINCIPLES 1 REGULATION AUTHORITY 2 BINDING OFFER AND NON-BINDING OFFER 3 INFORMATION REGARDING THE OFFER 4 RESTRICTION MECHANISMS 6 SQUEEZE-OUT AND REVERSE SQUEEZE-OUT 8 TIMING OF THE TAKEOVER _2_ takeover guide - luxembourg
3 INTRODUCTION This chapter seeks to the present the reader with an overview of key points relating to the Luxembourg legislation on takeover bids. This chapter will discuss the scope of the takeover regulation, general principles of the takeover legislation, the regulation authority, binding and non-binding offers, information regarding the offer, restriction mechanisms, squeeze-out and reverse squeeze-out provisions and the timing of a takeover. SCOPE OF THE TAKEOVER REGULATION Public takeover bids in Luxembourg are governed by the Law of 19 May 2006 which implements Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids. The Law of 19 May 2006 pertains to public takeover bids for the securities of companies governed by the laws of a member state of the European Union or the European Economic Area, if all or some of the companies securities are admitted to trading on a regulated market in one or more member states. According to the Law of 19 May 2006, a public takeover bid is defined as a public offer made to the holders of the securities of a company (excluding offers made by the offeree company itself) in order to acquire all or some of the securities, whether mandatory or voluntary, on the condition that this follows or has as its objective, the acquisition of control of the offeree company in accordance with the national law. This broad scope of the Law of 19 May 2006, means that the law applies not only to takeover bids for the securities of a Luxembourg-based company whose securities are admitted to trading on the Luxembourg regulated market, but also relates to takeover bids for the securities of Luxembourg companies with all or some of their securities admitted to trading on the regulated market of another member state as well as takeover bids for the securities of non-luxembourg companies governed by the law of another member state whose securities are admitted to trading on the Luxembourg regulated market. Thus the scope of the Law of 19 May 2006 extends to companies and securities beyond the borders of Luxembourg, as long as there is a specific link to a Luxembourg company or the Luxembourg regulated market. Outside the scope of the Law of 19 May 2006 are (1) takeover bids for securities issued by the central banks of a member state and (2) takeover bids for securities of companies that have as their object the collective investment of capital provided by the public, which operate on the principle of risk-spreading and the units of which are, at the holders request, repurchased or redeemed, directly or indirectly, out of the assets of those companies. GENERAL PRINCIPLES Protection of security holders, protection of minority shareholders and the proper functioning of the offeree company The Law of 19 May 2006 has as one of its main objectives the effective protection of security holders in the face of a public takeover bid. Under the law, all security holders are to be given sufficient time and information in order to make a fully-informed decision on the bid. All holders of securities of the same class also must benefit from equal treatment during the takeover bid process. The board of the offeree company must facilitate the decision-making process of the security holders by presenting its opinion relative to the possible repercussions the bid may have upon the employment, the conditions of employment and the locations of the company s places of business (i.e. whether the company s places of business would move as a result of the bid). In so doing, the board of the offeree company must act in the interest of the company as a _2_ takeover guide - luxembourg page 1
4 whole and must not hinder a security holders ability to decide on the bid based upon its merits. The law also establishes a mandatory bid structure to protect minority shareholders. Under the mandatory bid system, if a person, either by way of his own acquisition or the acquisition of persons working in concert with him, acquires securities in the offeree company that entitle him to thirty-three and one third per cent (33⅓%) of the voting rights in the company, he must make an offer to buy the remaining shares of the minority shareholders. In calculating this threshold percentage, all the securities of the offeree company, except for those which confer voting rights only in specific circumstances, are taken into account. This mandatory bid must be made at the fair equitable price of the shares. In the event of a mandatory bid, the equitable price of the shares is set by the Law of 19 May 2006 as being the highest price paid for the same securities by the offeror, or by persons acting in concert with him, over a period of twelve (12) months prior to the mandatory bid. If the offeror, or a person acting in concert with him, purchases securities for a price higher than the offer price of the mandatory bid after the bid has been made public but before the end of the acceptance period, then the equitable price of the mandatory bid will increase accordingly so that it is not less than the highest price paid for the same securities. The activities and proper functioning of the offeree company must not be hindered by the bid for longer than a reasonable period of time and this time period must not extend beyond six (6) months from the date that the decision to make the bid became public by the offeror. Offerer s ability to furnish consideration Additionally, in regards to the timing of the publication of the bid, the Law of 19 May 2006 requires that the offeror must not announce the bid until it is sure that it can furnish all necessary consideration, including assuring, in full, any cash consideration, if such consideration is offered. False markets The Law of 19 May 2006 also prohibits the creation of false markets relating to the securities of the offeree company, or the securities of any other company concerned by the bid, in such a way that would result in the rise or fall of securities prices and thereby disrupt the normal functioning of the regulated markets. REGULATION AUTHORITY The competent regulation authority for takeover bids in Luxembourg is, according to the Law of 19 May 2006, the Commission de Surveillance du Secteur Financier (the Commission for the Supervision of the Financial Sector, hereafter the CSSF ). The CSSF, created by the Law of 23 December 1998, is an impartial and independent organ whose employees are bound by professional secrecy. Information covered by the rules of professional secrecy cannot be divulged to any person or authority, except by virtue of certain specific derogations clearly defined by the Law of 23 December The authority of the CSSF extends to all public takeover bids where the offeree company has its registered office in Luxembourg and the securities of the offeree company are admitted to trading on the regulated market of Luxembourg. Under certain circumstances where there is a more tenuous connection between the securities and the Luxembourg economy, the Law of 19 May 2006 grants the power of supervision to authorities outside of Luxembourg. For example, in the case in which the _2_ takeover guide - luxembourg page 2
5 offeree company has its registered office in Luxembourg but its securities are not admitted to trading on the regulated market of Luxembourg, the competent authority for the regulation of the bid is the member state on whose regulated market the offeree company s securities have been admitted for trading. If the company s securities are admitted to trading on the regulated markets of multiple member states, the competent authority is the member state on whose market the securities were first admitted to trading. Where the admission to trading was done simultaneously on the markets of more than one member state, the offeree company is given the choice of which of these member states will serve as the competent authority for the regulation of the bid. The offeree company must notify those regulated markets and their supervising authorities on the first day of trading. The CSSF must ensure that the decision taken by the offeree company in such a situation is published, thus notifying third parties. In each of the abovementioned cases, the laws of the member state of the competent authority govern questions relating to the offered consideration and value or price of this consideration, procedure of the bid including the offeror s decision to bid, contents of the offer document and disclosure of the bid. In contrast, the rules of the member states in which the offeree company maintains its registered office control questions relating to the information that must be furnished to the personnel of the offeree company and questions relating to company law, notably the percentage of voting rights that confers control of the company and any derogations from the obligation to make a bid, as well as the conditions in which the board of the offeree company may undertake any action that might frustrate the bid. The CSSF works in cooperation with and shares information with the supervising authorities of other member states and other authorities charged with supervising capital markets in order to ensure the proper supervision of takeover bids involving multiple jurisdictions. All exchanged information falls under the purview of the rules of professional secrecy. The cooperation between the CSSF and other supervising authorities includes the ability to serve legal documents necessary to enforce the measures taken by the competent authorities in relation to the bids, as well as all other aid that can reasonably be requested by the supervising authorities for the purpose of investigating actual or alleged breaches of the rules adopted or introduced in application of Directive 2004/25/CE. In furtherance of its supervisory authority, the CSSF is permitted to allow certain derogations from the provisions set out in the Law of 19 May 2006, yet all such derogations require a specifically reasoned decision. BINDING OFFER AND NON-BINDING OFFER The offerer s bid Takeover bids are generally binding, as a rule. In making a bid, the offeror commits itself to, by the full extent of its powers, bring the bid to a successful completion in accordance with the conditions authorised by the CSSF. Thus, once a bid has been published, it is irrevocable, unless it meets one of the following conditions: the offeror s bid is met by a competing bid; the offeror has not received the required administrative authorisation for the acquisition of the securities that are subject to the bid, in particular where the transaction cannot be completed because of a decision by the authorities in charge of supervising free competition; a requirement of the offeror s bid is not fulfilled for reasons independent of the willingness of the offeror; or _2_ takeover guide - luxembourg page 3
6 if in the case of exceptional circumstances that do not allow the realisation of the bid for reasons independent of the willingness of the offeror, the CSSF may give a reasoned authorisation for the revocation of the bid. In such exceptional cases, the CSSF must be notified of the revocation of the bid. The CSSF, in turn, must make the revocation known to the public, at the expense of the offeror and according to the conditions set forth by the CSSF. This publication must occur, at the latest, the day after the CSSF was notified of the revocation. Security holders acceptance Security holders may validly revoke their acceptance of a bid, if one of the conditions prescribed by the Law of 19 May 2006 is not respected by the offeror or someone acting in concert with him. The CSSF must be notified of such a withdrawal and, upon notification, the CSSF will make the withdrawal known to the public. INFORMATION REGARDING THE OFFER Publication of the bid In making a takeover bid, upon deciding to make a bid the offeror must first notify the CSSF of its decision. The offeror is required to publicise the bid immediately upon making the decision and notifying the CSSF of its decision. The bid must be made public in order to assure the transparency and integrity of the securities of the offeree company, the offeror or all other companies concerned by the bid, in order to avoid the dissemination or publication of false or misleading information. Once the bid has been made public, the boards of the offeree company and the offeror must inform the representatives of their respective employees or, where there are no such representatives, the employees themselves of the bid. CSSF approval of the offer document Within ten (10) days of the bid s publication, the offeror must draft and submit to the CSSF an offer document containing all information required to enable security holders of the offeree company to make an informed decision on the bid. The offeror may draft the offer document in any of the following languages: Luxembourgish, French, German or English. Upon submission of the offer document to the CSSF, the offeror is forbidden from making changes to the terms of the bid to the disadvantage of the security holders of the offeree company. The CSSF has thirty (30) days following the submission of the offer document to approve the document. In making its decision, the CSSF is not to consider the economic and financial opportunity of the operation or the solvency of the offeror or the offeree company and instead the CSSF reviews the document based on whether it conforms to the dispositions laid out in the Law of 19 May If the CSSF finds, for good reason, that the offer document is incomplete or that supplementary information is required, the CSSF must inform the offeror within ten (10) days of the submission of the offer document. In such an event, the thirty (30) day window for the approval process does not start to run until after the offeror has submitted all of the additional requested information. If the bid does not fall directly under the competency of the CSSF, the offer document will be acceptable in Luxembourg without CSSF approval if it has received the approval of a competent supervisory authority and, if necessary, has been translated into Luxembourgish, French, German or English, if the offeree company s securities are traded on the Luxembourg regulated market. In such cases, the CSSF may only request the inclusion of additional information in the offer document if the information is specific to _2_ takeover guide - luxembourg page 4
7 the Luxembourg regulated market and relates to the formalities to be complied with to accept the bid and to receive consideration due at the close of the bid, as well as to the tax arrangements to which to the consideration offered to the security holders will be subject. Once the offer document has received CSSF approval, the offer document has to be published. The means of publication is determined by the CSSF and the publication of the offer document must be done in a manner that ensures that security holders in those member states on whose regulated markets the offeree company s securities are traded, as well as the personnel of the offeree and offeror, are able to gain sufficient knowledge of the bid. The offer document The Law of 19 May 2006 dictates that the offer document must include the following: terms of the bid; identity of the offeror and, where the offeror is a company, its type, name and location of its registered office; the securities or, where appropriate, the class or classes of securities for which the bid is made; the consideration offered by security or class of security, in the case of a mandatory bid, the method used to determine the consideration, as well as the means of payment of the consideration; the compensation offered for the rights which could be eliminated in application of the rule relative to the neutralisation of restrictions as well as the means of payment of this compensation and the method used to tally the compensation the percentage or the maximum/minimum number of securities the offeror undertakes to acquire; details of the holdings that the offeror and individuals acting in concert with the offeror already have in the offeree company; all conditions to which the bid is subject; the offeror s intentions regarding the future business of the offeree company and, in so far as it is affected by the bid, the future of the offeror company in regards to the safeguarding of the jobs of employees and management, including any material changes to the conditions of employment, and in particular the offeror s strategic plans for the two companies and the probable repercussions on employment and the locations of the companies place of business; the time allowed for acceptance of the bid; where the consideration proposed by the offeror includes securities of any kind, information regarding these securities; information concerning the financing of the bid; the identity of individuals or companies acting in concert with the offeror or the offeree company and, where companies are acting in concert, their type, name and location of their registered office, as well as their relationships to the offeror and, if applicable, the offeree company; and _2_ takeover guide - luxembourg page 5
8 Acceptance period Sanctions the national law that will govern the contracts concluded between the offeror and the security holders of the offeree company as a result of the bid, as well as an indication of the competent jurisdictions. After the offer document has been published, the boards of the offeror and offeree companies must make the offer document known to the representatives of their respective employees or, in the case that such representatives do not exist, then directly to the employees themselves. The board must inform the representatives of the employees or the employees themselves of the repercussions the bid may have upon the interests of the company and those of the employees, in particular. The period of acceptance of the bid must not be less than two (2) weeks nor more than ten (10) weeks, starting from the date of the publication of the offer document. The period of acceptance may be extended beyond ten (10) weeks, on the condition that the offeror gives at least two (2) weeks' notice of his intention of closing the bid. The CSSF may permit a derogation of these time limits in order to permit the offeree company to hold a general meeting to consider the bid. The acceptance, however, may not exceed six (6) months after the publication of the offer document, even if extensions have been granted. In the event that the offeror achieves control of the offeree company, holders of securities not having accepted the bid before the end of the acceptance period have the possibility of accepting the offer within fifteen (15) days from publication of the outcome of the bid, except in the case of a mandatory bid. Similarly, if during the course of negotiations the consideration to the security holders increases before the closure of the acceptance period but after certain security holders have already accepted the bid, those security holders who accepted the bid earlier must also benefit from this increase in consideration. If the general principles of the Law of 19 May 2006 are not complied with or the CSSF finds that a condition precedent to the bid has not been followed, the takeover bid will be deemed null and void. In the event of non-compliance with the provisions set out in the Law of 19 May 2006, the CSSF may impose on the parties to the bid a fine ranging from one hundred and twentyfive euro (EUR 125) to twelve thousand five hundred euro (EUR 12,500). Failure to inform the CSSF of the bid, comply with the CSSF s request for supplementary information or provide the company personnel representatives with the offer document may result in criminal sanctions of a jail term of eight (8) days to five (5) years and a fine of two hundred and fifty-one euro (EUR 251) to one hundred and twenty-five thousand euro (EUR 125,000). RESTRICTION MECHANISMS The Law of 19 May 2006, like the directive it implements, seeks to reduce obstacles which in the past have been used by offeree companies to thwart hostile takeover bids. Whilst Directive 2004/25/CE sets forth a system of restrictions and breakthrough rules that have the effect of facilitating takeover bids, Directive 2004/25/CE also allows member states to opt out of this system and thereby companies with registered offices in these member states are not forced to adhere to these restrictions and rules. Yet member states that opt out must in turn allow companies to opt in to the system of restrictions and rules, if they so choose. Luxembourg has chosen to opt out of the system and thus, while the Law of 19 May 2006 includes the restrictions and rules established by Directive 2004/25/CE, companies are given the option as to whether they want to opt in and adhere to them _2_ takeover guide - luxembourg page 6
9 Restrictions and obligations placed upon the offeree company Under the Law of 19 May 2006, a company may opt in and subject itself to a number of restrictions that apply when the company is faced with a takeover bid for its securities. The board of an offeree company that has chosen to opt in is limited in the actions that it can take in regards to the bid, during the time period from the moment the board receives the bid until the result of the bid is made public or the bid lapses. Without prior authorisation from the general meeting of shareholders, the board of the offeree company must not engage in any activities, other than seeking alternative bids, that could result in the frustration of the bid or that could impede the offeror s ability to acquire control of the offeree company. Decisions made before the above-mentioned time period that were not taken as part of the normal course of business of the company and the implementation of which may encumber the offeror s bid must receive the approval or confirmation of the general meeting of shareholders of the offeree company. In order for the board of the offeree company to obtain the approval, confirmation or prior authorisation, the general meeting of the shareholders can be convened at short notice by simple notice publication in the Mémorial (official gazette) and a Luxembourg newspaper, at least two (2) weeks before the meeting s proposed date. The board of the offeree company is obligated to draft and make public a document detailing its opinion of the bid, including the board s perception on how the bid might affect employment and the company s interests. The board s opinion paper should also include an analysis of the offeror s strategic plans for the offeree company, as described in the offer document, and the potential repercussions of these plans. Before coming to a decision on the bid, the board must consult with the personnel representatives of their company or with the employees themselves, in the absence of such a representatives, and append to the board s opinion, if received within a timely fashion, an opinion document created by the personnel representatives or the employees regarding the impact the bid will have on employment concerns. Breakthrough rules In order to cut down on the usage of the poison pill defensive mechanisms, such as shareholders rights plans and restrictions on the transfer of shares, used by offeree companies in order to foil planned takeover bids, the Law of 19 May 2006 establishes breakthrough rules that restrict the rights of holders faced with a takeover bid. Under the breakthrough rules, all restrictions to the transfer of securities provided for in the articles of association of offeree company that has chosen to opt in will not apply with regard to the offeror during the time period allowed for the acceptance of the bid. Similarly, restrictions on the transfer of securities stipulated in contractual agreements between the offeree company and security holders, or contractual agreements made between security holders after 21 April 2004, also do not apply to the offeror during this period. Voting rights restrictions are also affected by the breakthrough rules. Restrictions placed on voting rights by the offeree company s articles of association will not apply when the shareholders general meeting decides on any defensive measures to the takeover bid. Such restrictions set forth by contractual agreements between the offeree company and security holders, or contractual agreements between security holders entered into after 21 April 2004, also will not apply when the shareholders general meeting considers defensive measures. In the case of multiple voting rights, these will be limited to one (1) vote during such general meetings of the shareholders deciding on defensive measures. If following a bid, the offeror holds seventy-five per cent (75%) or more of the share capital carrying voting rights, the restrictions on the transfer of securities or on voting rights, as well as any extraordinary rights of shareholders concerning the appointment or removal of board members provided for in the articles of association, will not apply. Similarly, in such an event, multiple-vote securities will be entitled to only one (1) vote at _2_ takeover guide - luxembourg page 7
10 the first general meeting of shareholders following the closure of a takeover bid, called by the offeror in order to amend the offeree company s articles of association or to remove or appoint board members. Neutralisation of restrictions As previously discussed, the before mentioned restrictive mechanisms are only mandatory for companies with registered offices in Luxembourg who opt in to the system. Companies who do not opt in are thereby not bound by these restrictions/obligations and breakthrough rules. Yet in not choosing to opt in, companies must submit themselves to other restrictions which limit their possible defences to a hostile takeover bid. In either case, whether a company opts in to the system of restrictions or instead chooses the neutralisation of the restrictions, holders are given fair equitable compensation for the resulting restraints placed on their rights. The CSSF sets the terms for determining the amount of this compensation and the arrangements for the payments thereof. The Law of 19 May 2006 charges the general meeting of shareholders with the power to decide whether to opt in or neutralise the above mentioned restrictions. The decision of the general meeting of the shareholders must be taken in a manner that conforms to the company s articles of association rules on amendments. Upon making such a decision, the company must notify the CSSF or the competent authority of the member state on whose regulate market the company s securities are admitted to trading. This decision is fully reversible and may be waived under certain circumstances. For example, a company may waive its decision to opt in if it is the object of a takeover bid by a company that has not similarly decided to opt in. A waiver of the opt in decision must receive authorisation from the general meeting of shareholders and such authorisation must be received at the earliest eighteen months before the bid is made public in compliance with the provisions of the Law of 19 May The CSSF, as the supervisory authority for takeover bids, ensures that such company decisions are disclosed without undue delay. SQUEEZE-OUT AND REVERSE SQUEEZE-OUT The Law of 19 May 2006 introduced into Luxembourg company law the concepts of the squeeze-out and reverse squeeze-out (also known as a mandatory buy-back). Both concepts facilitate the successful completion of an offeror s mandatory takeover bid, while also ensuring that security holders are adequately compensated for their securities. Squeeze-out According to the law s squeeze-out provisions, if an offeror further to a mandatory takeover bid holds securities representing not less than ninety-five per cent (95%) of the capital carrying voting rights and ninety-five per cent (95%) of the voting rights of the offeree company, he may require the holders of the remaining securities (a voluntary squeeze-out bid) to sell their securities to him at a fair price. Where the offeree company has multiple classes of securities, the offeror s right of squeeze-out can be exercised only in the class in which the threshold percentage has been reached. The squeeze-out right must be exercised within three (3) months from the end of time allowed for the acceptance of the bid. The squeeze-out must be at a fair price and the CSSF will ensure that the price is indeed fair for the particular set of circumstances involved in each individual case. The fair price for the squeeze out shall take the same form as the consideration offered in the bid or will be in the form of cash. In all cases, cash consideration will at least be offered as an alternative. In the event of a voluntary squeeze-out bid, the consideration offered in the bid is presumed to be fair if, through acceptance of the bid, the offeror has acquired _2_ takeover guide - luxembourg page 8
11 securities not less than ninety per cent (90%) of the capital carrying voting rights comprised in the bid. For a mandatory squeeze-out bid, the consideration is automatically presumed to be of fair value. Reverse squeeze-out or mandatory buy-back If an offeror alone, or together with persons working in concert with him, holds further to a mandatory takeover bid ninety per cent (90%) of the voting rights of an offeree company, security holders may force the offeror to repurchase its securities for a fair price. The fair price in such a reverse squeeze-out (mandatory buy-back) is determined in the same fashion as it is in the case of a squeeze-out and must be paid in cash or through liquid securities, with the security holder having the option of being paid in cash. According to the Law of 19 May 2006, the liquidity of the offeror s securities is either presumed to be sufficient if at least twenty-five per cent (25%) of the offeror s subscribed capital represented by the implicated class of securities is publicly held, or if, because of the high number of the same class of securities and the extent of their holding by the public, the regular functioning of the market is ensured with a lower percentage. The rules regarding the calculation of the threshold percentage of a squeeze-out and the time period for the squeeze-out apply mutatis mutandis to reverse squeeze-outs (mandatory buy-backs). TIMING OF THE TAKEOVER The time period for a completion of a takeover bid under the Law of 19 May 2006 should, in general, not be expected to exceed at most eight (8) months from the time the offeror decides to make a bid to the moment the bid is completed. Once an offeror has decided to make a takeover bid, he must immediately make the bid public. He then has ten (10) days from this publication to submit an offer document to the CSSF. The CSSF has thirty (30) days to approve the offer document, yet can extend this period if the CSSF requests supplementary information from the offeror. Upon CSSF approval and publication of the offer document, the offeree company has between two (2) and ten (10) weeks to accept the offer. The acceptance period may be extended, but must not exceed six (6) months _2_ takeover guide - luxembourg page 9
LAW 3461/2006 Articles Transposition of the Directive 2004/25/EC on takeover bids to the National Legislation.
LAW 3461/2006 Articles 1-29 Transposition of the Directive 2004/25/EC on takeover bids to the National Legislation. (Government Gazette A 106/30-5-2006) The present English translation is an unofficial
More informationEUROPEAN UNION. Brussels, 16 March 2004 (OR. en) 2002/0240 (COD) PE-CONS 3607/04 DRS 1 CODEC 73 OC 34
EUROPEAN UNION THE EUROPEAN PARLIAMT THE COUNCIL Brussels, 16 March 2004 (OR. en) 2002/0240 (COD) PE-CONS 3607/04 DRS 1 CODEC 73 OC 34 LEGISLATIVE ACTS AND OTHER INSTRUMTS Subject : Directive of the European
More informationLuxembourg Takeover Law apects. Latest Update: March 2015
Luxembourg Takeover Law apects Latest Update: March 2015 Definition of Takeover Type of offers Securities concerned Applicable Law According to the Law of 19 May 2006 transposing Directive 2004/25/EC of
More informationCROATIAN PARLIAMENT. Pursuant to Article 88 of the Constitution of the Republic of Croatia, I hereby issue the DECISION
CROATIAN PARLIAMENT 3173 Pursuant to Article 88 of the Constitution of the Republic of Croatia, I hereby issue the DECISION PROMULGATING THE ACT ON THE TAKEOVER OF JOINT STOCK COMPANIES I hereby promulgate
More informationSLOVENIA TAKEOVER ACT
SLOVENIA TAKEOVER ACT Important Disclaimer This translation has been generously provided by the Ministry of Economy of the Republic of Slovenia. This does not constitute an official translation and the
More informationRegulations and guidelines 9/2013
Regulations and guidelines 9/2013 Takeover bid and the obligation to launch a bid J. No. FIVA 10/01.00/2013 Issued 10.6.2013 Valid from 1.7.2013 FINANCIAL SUPERVISORY AUTHORITY tel. 010 831 51 fax 010
More informationCzech Republic Takeover Guide
Czech Republic Takeover Guide Contacts Vlastimil Pihera, Ondřej Mikula and Dagmar Dubecká Kocián Šolc Balaštík vpihera@ksb.cz omikula@ksb.cz ddubecka@ksb.cz Contents Page INTRODUCTION 1 VOLUNTARY TAKEOVER
More information27 APRIL Royal Decree on Takeover Bids
ALBERT II, King of the Belgians, To all present and future citizens, greetings. 27 APRIL 2007 Royal Decree on Takeover Bids (Belgian Official Gazette, 23 May 2007) Disclaimer This text is an unofficial
More information1. What is the current status of the M&A market in your jurisdiction?
Luxembourg Pierre-Alexandre Degehet and Evelyn Maher Bonn Steichen & Partners www.practicallaw.com/8-505-8483 M&A ACTIVITY 1. What is the current status of the M&A market in your jurisdiction? 2. What
More informationThe DFSA Rulebook. Takeover Rules Module (TKO) TKO/VER6/06-14
The DFSA Rulebook Takeover Rules Module (TKO) Contents The contents of this module are divided into the following chapters sections and appendices: 1 INTRODUCTION AND THE TAKEOVER PRINCIPLES... 1 1.1 The
More information"TITLE II TAKEOVER BIDS OR EXCHANGE TENDER OFFERS. Chapter I General rules. Article 35 (Definitions)
Unofficial English version of Amendments to the enactment regulation of Italian Legislative Decree no. 58 of 24 February 1998, concerning the issuers' regulation, adopted with resolution no. 11971 of 14
More informationTABLE OF CONTENTS. 0 Summary of the Portuguese Tender Offer Provisions. 1 Relevant Provisions of the Portuguese Securities Code
TABLE OF CONTENTS Contents 0 Summary of the Portuguese Tender Offer Provisions 1 Relevant Provisions of the Portuguese Securities Code 5 21 Decree Law No. 486/99 of 13 November, as amended Applicable to
More informationCROSS-BORDER HANDBOOKS 191
Mergers and Acquisitions 2008/09 Greece Greece Andreas Bagias and Ioanna Lazaridou-Elmaloglou, Kelemenis & Co www.practicallaw.com/2-380-8852 Market and regulation 1. Please give a brief overview of the
More informationZAKON ACT ON THE TAKEOVER OF JOINT STOCK COMPANIES
EU-projekt: Podrška Pravosudnoj akademiji: Razvoj sustava obuke za buduće suce i državne odvjetnike EU-project: Support to the Judicial Academy: Developing a training system for future judges and prosecutors
More informationOrdinance of the Takeover Board on Public Takeover Offers
Disclaimer : This translation of the Takeover Ordinance is unofficial and is given without warranty. The Takeover Board shall not be liable for any errors contained in this document. Only the German, French
More informationTable of Contents. Preface. List of Abbreviations. xvii
Preface List of Abbreviations xv xvii PART I The Legal Framework for Stock Corporations 1 1 Introduction 1 1.1 Legal Framework 1 1.2 German Equity Capital Markets and Their Historic Dimension 2 1.3 Public
More informationStandard 5.2c. Takeover bids and mandatory bids. Regulations and guidelines
Standard 5.2c Takeover bids and mandatory bids Regulations and guidelines THE FINANCIAL SUPERVISION AUTHORITY 5 Disclosure of information until further notice J. No. 8/120/2004 2 (28) TABLE OF CONTENTS
More informationARTICLES OF ASSOCIATION (STATUT) CAPITAL PARK SPÓŁKA AKCYJNA (Joint-Stock Company) I. GENERAL PROVISIONS
CONSOLIDATED TEXT INCLUDING AMENDMENTS ADOPTED BY THE ORDINARY MEETING OF SHAREHOLDERS BY RESOLUTION No 18/06/2018 of 29 June 2018 ARTICLES OF ASSOCIATION (STATUT) CAPITAL PARK SPÓŁKA AKCYJNA (Joint-Stock
More informationFrance Takeover Guide
France Takeover Guide Contact Youssef Djehane BDGS Associés djehane@bdgs-associes.com Contents Page INTRODUCTION... 1 KEY HIGHLIGHTS... 1 REGULATORY ISSUES... 3 PREPARING THE OFFER... 4 FILING AND CONDUCT
More informationPRIVATE LAW. The Takeover bids Directive. By Silja Maul *, Athanasios Kouloridas ** A. Introduction
PRIVATE LAW The Takeover bids Directive By Silja Maul *, Athanasios Kouloridas ** A. Introduction On 27 November 2003 a political agreement has been reached in the Council on the compromise proposal for
More informationA company may engage in the following types of share repurchase:-
1. Methods of share repurchase A company may engage in the following types of share repurchase:- (a) an on-market share repurchase; (b) an off-market share repurchase approved in accordance with Rule 2;
More informationImplementation of the Prospectus Directive in Bulgaria
Implementation of the Prospectus Directive in Bulgaria by Raina Dimitrova and Angel Angelov Borislav Boyanov & Co. I. INTRODUCTION With the ascertaining of the aims of Bulgaria to become a Member State
More informationAIF. Alternative Investment Funds
AIF Alternative Investment Funds INTRODUCTION Eager to respond to the needs of professionals in the financial centre, the Luxembourg Stock Exchange in cooperation with the Association of the Luxembourg
More informationCOMMISSION FOR THE SUPERVISION
COMMISSION FOR THE SUPERVISION OF THE FINANCIAL SECTOR Non official translation from the French original CSSF REGULATION NO. 10-5 TRANSPOSING COMMISSION DIRECTIVE 2010/44/EU OF 1 JULY 2010 IMPLEMENTING
More informationQuality, trust and social commitment. Significant event
Quality, trust and social commitment Significant event With regard to the tender offer for the shares of Banco BPI, S.A. ( BPI ) announced by CaixaBank on the 18th of April, CaixaBank hereby reports that,
More informationedreams ODIGEO Société anonyme Registered office: 1, Boulevard de la Foire, L-1528 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B 159.
FORM OF RESOLUTIONS TO BE PROPOSED AT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF EDREAMS ODIGEO TO BE HELD ON 12 SEPTEMBER 2016 AT 3 PM (CET) AGENDA 1. Amendment of Article 2.2 of the articles
More informationA Guide to Takeovers in the United Kingdom
A Guide to Takeovers in the United Kingdom January 2018 Contents Introduction 1 The Regulatory Bodies 2 The Legislation and Rules 3 Schemes of Arrangement 10 Overseas Shareholders 11 Specific Tax Considerations
More informationREPORT FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT, THE COUNCIL, THE EUROPEAN ECONOMIC AND SOCIAL COMMITTEE AND THE COMMITTEE OF THE REGIONS
EUROPEAN COMMISSION Brussels, 28.6.2012 COM(2012) 347 final REPORT FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT, THE COUNCIL, THE EUROPEAN ECONOMIC AND SOCIAL COMMITTEE AND THE COMMITTEE OF THE REGIONS
More informationUCITS. Undertakings for Collective Investment in Transferable Securities
UCITS Undertakings for Collective Investment in Transferable Securities INTRODUCTION Eager to respond to the needs of professionals in the financial centre, the Luxembourg Stock Exchange in cooperation
More informationThe DFSA Rulebook. Offered Securities Rules (OSR) OSR/VER16/
The DFSA Rulebook Offered Securities Rules (OSR) 024 Contents The contents of this module are divided into the following chapters, sections and appendices: 1 INTRODUCTION...1 1.1 Application...1 1.2 Overview
More informationEuropean requirements set forth in the EU Takeover Directive and their impact on German takeover law
European requirements set forth in the EU Takeover Directive and their impact on German takeover law Dr. Christian Traichel and Dr. Florian Wagner, LL.M., Taylor Wessing Munich I. Introduction and outline
More informationFrequently Asked Questions on the Rules for Qualified Foreign Financial Institutions Investment in Listed Securities
Frequently Asked Questions on the Rules for Qualified Foreign Financial Institutions Investment in Listed Securities English Translation of the Official Arabic Text Version 5 Frequently Asked Questions
More informationOrdinance on Collective Investment Schemes
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force. Ordinance on Collective Investment Schemes (Collective
More informationMerger & Acquisition Rules
Qatar Financial Markets Authority In the Name of Allah, the Most Gracious, the Most Merciful Merger & Acquisition Rules This is a translation of the Official Arabic version of Merger and Acquisition
More informationCSSF Regulation N relating to out-of-court complaint resolution
In case of discrepancies between the French and the English text, the French text shall prevail. CSSF Regulation N 16-07 relating to out-of-court complaint resolution The Executive Board of the Commission
More informationA Guide to Takeovers in the United Kingdom
A Guide to Takeovers in the United Kingdom August 2017 Contents Introduction 1 The Regulatory Bodies 2 The Legislation and Rules 3 Schemes of Arrangement 10 Overseas Shareholders 11 Specific Tax Considerations
More informationCOMMISSION de SURVEILLANCE du SECTEUR FINANCIER
In case of discrepancies between the French and the English text, the French text shall prevail. CSSF Regulation N 13-02 relating to the out-of-court resolution of complaints (Mém. A No. 187 of 28 October
More informationTHE CENTRAL BANK OF CYPRUS LAWS OF 2002 TO (No.3) Unofficial translation of Directive issued by virtue of sections 16 and 36
THE CENTRAL BANK OF CYPRUS LAWS OF 2002 TO (No.3) 2014 Unofficial translation of Directive issued by virtue of sections 16 and 36 The translation of this Directive is not official. It has been prepared
More informationSection 1 - Scope - Informing the AMF. Section 2 - Commercial policy. Chapter II - Pre-trade transparency rules. Section 1 - Publication of quotes.
Print from the website of the AMF GENERAL REGULATION OF THE AUTORITÉ DES MARCHÉS FINANCIERS Table of content BOOK V - MARKET INFRASTRUCTURES 3 Title I - Regulated markets and market operators 3 Chapter
More informationTAKEOVER ACT PART ONE. General. Definitions
Bundesgesetzblatt (Federal Law Gazette, FLG) I No. 127/1998 As amended by Federal Law Gazette I Nos: 189/1999 98/2001 92/2003 75/2006 TAKEOVER ACT Original version 2 nd Euro-Related Amendment to Civil
More informationGENERAL REGULATION OF THE AUTORITÉ DES MARCHÉS FINANCIERS
Book I - The Autorité des Marchés Financiers 1 GENERAL REGULATION OF THE AUTORITÉ DES MARCHÉS FINANCIERS BOOK I - THE AUTORITÉ DES MARCHÉS FINANCIERS TITLE I - FUNCTIONING OF THE AUTORITÉ DES MARCHÉS FINANCIERS:
More informationSECURITIES INDUSTRY (TAKE-OVER) BY-LAWS, 2005 PART I PRELIMINARY PART III PART IV REQUIREMENTS FOR BIDS PART V BID CIRCULARS
By-law SECURITIES INDUSTRY (TAKE-OVER) BY-LAWS, 2005 Arrangement of By-laws PART I PRELIMINARY 1. Citation 2. Interpretation 3. Forms PART II EXEMPTIONS 4. Exempt take-over bids 5. Exempt issuer bids PART
More informationOverview of the Rules for Qualified Foreign Financial Institutions Investment in Listed Shares in Saudi Arabia
Overview of the Rules for Qualified Foreign Financial Institutions Investment in Listed Shares in Saudi Arabia On 22 July 2014, the Saudi Arabian Capital Market Authority (CMA) announced that it had been
More informationTakeover Rules. Nasdaq Stockholm. 1 November 2017
Takeover Rules Nasdaq Stockholm 1 November 2017 In case of discrepancies between the language versions, the Swedish version is to apply. Contents INTRODUCTION I GENERAL PROVISIONS I.1 Scope of the rules
More informationEuropean Communities Takeover Bids Directive 2004 Regulations 2006
European Communities Takeover Bids Directive 2004 Regulations 2006 0 EUROPEAN COMMUNITIES (TAKEOVER BIDS (DIRECTIVE 2004/25/EC)) REGULATIONS 2006 Introduction The EU Takeovers Directive (2004/25/EC) (the
More informationComparison of minority shareholders rights under Swedish and Swiss law
Cavotec SA ( Cavotec ) is a limited liability company incorporated under the laws of Switzerland. According to Section 3.1.6 of the Nasdaq Stockholm Rule book for Issuers, a company with its shares listed
More informationLAW OF 13 FEBRUARY 2007 RELATING TO SPECIALISED INVESTMENT FUNDS (FONDS D INVESTISSEMENT SPÉCIALISÉS) (SIF)
LAW OF 13 FEBRUARY 2007 RELATING TO SPECIALISED INVESTMENT FUNDS (FONDS D INVESTISSEMENT SPÉCIALISÉS) (SIF) Part I. Part II. Consolidated version, for information purposes only July 2013 Law of 12 July
More informationANNEX 2 PERCEPTION QUESTIONNAIRES
ANNEX 2 PERCEPTION QUESTIONNAIRES Study on the application of Directive 2004/25/EC on takeover bids (the "Takeover Bids Directive" or the "Directive") Questionnaire for Employee Representatives (including
More informationCOMMISSION FOR THE SUPERVISION
COMMISSION FOR THE SUPERVISION OF THE FINANCIAL SECTOR Unofficial translation of the French original CSSF Regulation No. 15-03 adopting the implementing provisions of Article 46 of the Law of 12 July 2013
More informationCONSULTATION PAPER NO 9 OF 2015
CONSULTATION PAPER NO 9 OF 2015 13 JULY 2015 FINANCIAL SERVICES SUPPLEMENTARY RULES AND REGULATIONS WHY ARE WE ISSUING THIS PAPER? 1. The Board of Directors (the "Board") of Abu Dhabi Global Market ("ADGM")
More informationRules for issuers of alternative investment fund certificates (AIF s) Nasdaq Copenhagen A/S 15 March 2018
Rules for issuers of alternative investment fund certificates (AIF s) Nasdaq Copenhagen A/S 15 March 2018 Table of contents INTRODUCTION... 3 1. GENERAL PROVISIONS... 4 1.1 THE APPLICABILITY OF THE RULES...
More informationEuropean CleanTech I SE. Société européenne. Registered office: 40, Avenue Monterey, L-2163 Luxembourg. R.C.S. Luxembourg B 155.
European CleanTech I SE Société européenne Registered office: 40, Avenue Monterey, L-2163 Luxembourg R.C.S. Luxembourg B 155.076 CONVENING NOTICE FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND THE
More informationRegulations issued pursuant to section 34 of the Banking Laws, 1997 to 2008 PART II STATUS AND OPERATION OF THE SCHEME
24 July 2009 Unofficial consolidated text of the Establishment and Operation of the Deposit Protection Scheme Regulations of 2000 to 2009 English translation Regulations issued pursuant to section 34 of
More informationNASDAQ HELSINKI LTD RULES OF THE EXCHANGE. 3 Jan Unofficial translation version added
NASDAQ HELSINKI LTD RULES OF THE EXCHANGE 3 Jan 2018 version 21122017added RULES OF THE EXCHANGE INTRODUCTION According to the Act on Trading in Financial Instruments (1070/2017), the Exchange shall draw
More informationGeneral Provisions 2. Disclosure of Information 4. Other Information Subject to Disclosure by Issuer 8. Handling of Inside Information 14
CONTENTS General Provisions 2 Disclosure of Information 4 Other Information Subject to Disclosure by Issuer 8 Handling of Inside Information 14 Financial Reports 16 Changes in Issuer s Business 21 Special
More information1. HALF-YEARLY FINANCIAL REPORTS
Further transposition of the Transparency Directive: The AMF launches a public consultation on its proposed General Regulation transposing Directive 2007/14/EC of 8 March 2007 The Transparency Directive
More informationLuxembourg Financial Assistance IBA Corporate and M&A Law Committee 2017
Luxembourg Financial Assistance IBA Corporate and M&A Law Committee 2017 Contact Guy Harles Arendt & Medernach guy.harles@arendt.com Contents INTRODUCTION... 2 GENERAL OVERVIEW... 2 PRIVATE LIMITED COMPANIES...
More informationFederal Act on International Withholding Tax
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force. Federal Act on International Withholding Tax (IWTA) 672.4
More informationThe Hong Kong Code on Takeovers and Mergers
The Hong Kong Code on Takeovers and Mergers Hong Kong Shanghai Beijing Yangon www.charltonslaw.com CONTENTS 1. INTRODUCTION 1 2. JURISDICTION 1 3. GENERAL PRINCIPLES 1 4. VOLUNTARY AND MANDATORY OFFERS
More informationMacedo Vitorino & Associados. A Guide to Takeovers in Portugal. Banking and Capital Markets
Macedo Vitorino & Associados A Guide to Takeovers in Portugal Banking and Capital Markets 0 Our Banking and Capital Markets Group In today s competitive global market, Macedo Vitorino & Associados can
More informationMERGER AND ACQUISITION REGULATIONS
KINGDOM OF SAUDI ARABIA CAPITAL MARKET AUTHORITY MERGER AND ACQUISITION REGULATIONS English Translation of the Official Arabic Text Issued by the Board of the Capital Market Authority Pursuant to its Resolution
More informationEUROPEAN UNION. Brussels, 10 October 2013 (OR. en) 2011/0307 (COD) PE-CONS 37/13 EF 115 ECOFIN 439 DRS 107 CODEC 1296
EUROPEAN UNION THE EUROPEAN PARLIAMT THE COUNCIL Brussels, 10 October 2013 (OR. en) 2011/0307 (COD) PE-CONS 37/13 EF 115 ECOFIN 439 DRS 107 CODEC 1296 LEGISLATIVE ACTS AND OTHER INSTRUMTS Subject: DIRECTIVE
More informationTHE INVESTMENT FUNDS ACT (No. 20 of 2003) THE INVESTMENT FUNDS REGULATIONS, Investment Funds Act, 2003 hereby makes the following regulations
THE INVESTMENT FUNDS ACT (No. 20 of 2003) THE INVESTMENT FUNDS REGULATIONS, 2003 The Minister in exercise of the powers conferred by section 62 of the Investment Funds Act, 2003 hereby makes the following
More informationTABLE OF CONTENTS Section Heading Page
TABLE OF CONTENTS Section Heading Page PART I KEY POINTS TO REMEMBER... 2 PART II INTRODUCTION TO TAKEOVERS IN THE UK... 3 1. THE TAKEOVER CODE AND THE PANEL... 3 2. GENERAL PRINCIPLES... 3 3. PRELIMINARY
More informationPROPOSAL FOR AMENDMENT of the ARTICLES OF ASSOCIATION RANDSTAD HOLDING N.V. with statutory seat in Amsterdam
PROPOSAL FOR AMENDMENT of the ARTICLES OF ASSOCIATION RANDSTAD HOLDING N.V. with statutory seat in Amsterdam JL/SB/0037848-0000374 The proposed amendments are presented in two columns. The column on the
More informationARTICLES OF ASSOCIATION of: Signify N.V. with corporate seat in Eindhoven, the Netherlands dated 15 May 2018
ARTICLES OF ASSOCIATION of: Signify N.V. with corporate seat in Eindhoven, the Netherlands dated 15 May 2018 Chapter 1 Definitions. Article 1. In these articles of association, the following terms will
More informationMAIN SECURITIES MARKET LISTING RULES
MAIN SECURITIES MARKET LISTING RULES Release 3 3 July 2016 CONTENTS Chapter 1 Compliance with and Enforcement of the Listing Rules 1.1 Preliminary 1.2 Modifying Rules and Consulting with the ISE 1.3 Information
More informationLaw. Corporate Law Take over and acquisition of companies
Law Corporate Law Take over and acquisition of companies Q1: E-TEXT Module ID 17: TAKEOVER & ACQUISITION Pre-Requisites: Knowledge of SEBI (SAST) Regulations 2011, 1997 and Companies Act 2013 Learning
More informationStandard 5.2b. Disclosure obligation of the issuer and shareholder. Regulations and guidelines
Standard 5.2b shareholder Regulations and guidelines THE FINANCIAL SUPERVISION AUTHORITY 5 Disclosure of information until further notice shareholder 5.2b J. No. 7/120/2004 2 (29) TABLE OF CONTENTS 1 Application
More informationThe National Assembly has adopted: CAPITAL MARKET ACT. Definitions 1 (1) For the purposes of this Federal Act the following definitions shall apply:
Federal Act on Public Offerings of Securities and Other Capital Investments and the Repeal of the Securities Issuing Act (Capital Market Act), the Amendments to the Stock Corporation Act 1965, the Cooperatives
More informationGeneral Provisions 2. Listing Procedure 3. Listing Application 10. Listing Prespectus 13. General Requirements for Listing of Securities 16
CONTENTS General Provisions 2 Listing Procedure 3 Listing Application 10 Listing Prespectus 13 General Requirements for Listing of Securities 16 Special Requirements for Listing Shares 19 Special Requirements
More informationMorocco Takeover Guide
Morocco Takeover Guide Contact José Ignacio García, Hamid Errida and Jaàfar Laidi Garrigues Maroc jose.ignacio.garcia@garrigues.com hamid.errida@garrigues.com jaafar.laidi@garrigues.com Contents Page INTRODUCTION
More informationFrequently Asked Questions on the Rules for Qualified Foreign Financial Institutions Investment in Listed Securities
Frequently Asked Questions on the Rules for Qualified Foreign Financial Institutions Investment in Listed Securities English Translation of the Official Arabic Text Version 6 Frequently Asked Questions
More informationALL CASH FINAL OFFER for COLT GROUP S.A. by Lightning Investors Limited an entity jointly owned by FMR LLC and FIL LIMITED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 19 June 2015 ALL
More informationARBITRATION RULES OF THE PDRCI (Effective as of 1 January 2015)
ARBITRATION RULES OF THE PDRCI TABLE OF CONTENTS Section I: Introductory Provisions Model Arbitration Clause: Article 1 - Scope of Application Article 2 - Notice and Calculation of Period of Time Article
More information749/2012. Act on the Book-entry System and Clearing Operations 1(44) Issued in Helsinki on 14 December 2012
23.10.2015 1(44) 749/2012 Versions of the document Issued in Helsinki on 14 December 2012 Act on the Book-entry System and Clearing Operations Pursuant to the decision of Parliament, the following is enacted:
More informationIt s the Law. Consolidated version of the amended Law of 13 February 2007 (unofficial translation)
It s the Law. Consolidated version of the amended Law of 13 February 2007 (unofficial translation) This coordinated text was drawn up by Linklaters for information purposes only Chapter 1. General provisions
More informationDelegations will find attached a Presidency compromise on the above Commission proposal, following the meeting of 13 November.
COUNCIL OF THE EUROPEAN UNION Brussels, 18 November 2009 Interinstitutional File: 2009/0132 (COD) 15911/09 EF 168 ECOFIN 789 DRS 68 CODEC 1303 NOTE from: to: Subject: Presidency Delegations Proposal for
More informationHave approved and decreed the following: Chapter 1. Introductory provisions
Decree of 12 September 2007 implementing Directive 2004/25/EC of the European Parliament and the Council of the European Union of 21 April 2004 on offers (OJ EU L 142) and modernising the rules governing
More informationSTATUTORY INSTRUMENTS. SI. No. 352 of 2011 EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS 2011
STATUTORY INSTRUMENTS. SI. No. 352 of 2011 EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS 2011 (Prn. A11/1185) 2 [352] SI. No. 352 of 2011 EUROPEAN
More informationPowernext Commodities Market Rules Consolidated texts on 19/12//2017. Powernext Commodities Market Rules. Consolidated texts
Powernext Commodities Market Rules Consolidated texts on 19/12//2017 Powernext Commodities Market Rules Consolidated texts December 19. 2017 CONTENTS TITLE 1 - POWERNEXT COMMODITIES GENERAL REQUIREMENTS...
More informationORMONDE MINING PUBLIC LIMITED COMPANY SHARE OPTION SCHEME SCHEME RULES MHC
ORMONDE MINING PUBLIC LIMITED COMPANY SHARE OPTION SCHEME SCHEME RULES 1 ORMONDE MINING PUBLIC LIMITED COMPANY SHARE OPTION SCHEME SCHEME RULES (Adopted by ordinary resolution at the Company s annual general
More informationBY-LAWS. updated on 14 June 2018
CARMILA Limited company (société anonyme) with share capital of 819,370,170 Registered office: 58 avenue Emile Zola, 92100 Boulogne-Billancourt, France Nanterre Trade and Companies Register (RCS) 381 844
More information(Legislative acts) DIRECTIVES
11.12.2010 Official Journal of the European Union L 327/1 I (Legislative acts) DIRECTIVES DIRECTIVE 2010/73/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 24 November 2010 amending Directives 2003/71/EC
More informationGuide to the new legal provisions applicable to takeover bids for securities
Guide to the new legal provisions applicable to takeover bids for securities NOTE This guide is intended to be used exclusively for informational purposes in connection with certain aspects of Spanish
More informationE X C H A N G E R U L E S O F N A S D A Q O M X D E R I V A T I V E S M A R K E T S
CONTENTS CHAPTER 2 2.1 Generally on the Exchange's exchange activity... 2007-06-01 2.2 Exchange Membership and Brokers... 2013-09-03 2.3 Exchange Listing... 2007-06-01 2.4 Electronic Exchange Trading System
More informationTHE SECURITIES ACT The Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008 ARRANGEMENT OF REGULATIONS PART I
The text below is an internet version of the Regulations made by the Minister under the Securities Act 2005 and is for information purpose only. Whilst reasonable care has been taken to ensure its accuracy,
More informationStatutes of Bank Zachodni WBK S.A. (the consolidated text) I. General Provisions
Statutes of Bank Zachodni WBK S.A. (the consolidated text) I. General Provisions 1. 1. The name of the Bank is Bank Zachodni WBK Spółka Akcyjna. 2. The Bank may use the short names "Bank Zachodni WBK SA."
More informationThe UCITS Directive Consolidated to reflect UCITS V changes. (as at October 2014)
The UCITS Directive Consolidated to reflect UCITS V changes (as at October 2014) Important Information Although we have taken care to ensure that this document is as accurate as possible, this text is
More informationExecutive Guideline for Manner of Establishment, Activity, Supervision and Dissolution of Foreign Banks' Branches in Iran
15.04.2009, Foreign Banks' Branches (copy conforming to the provisions of executive bye-law and sanctioned in session dated 15.04.2009 by Credit Commission of the Central Bank of the Islamic Republic of
More informationScreening report. Serbia: Chapter 6 Company Law
ORIGIN:COMMISSION WP ENLARGEMENT + COUNTRIES NEGOTIATING ACCESSION TO EU MD 3/16 11.01.16 Screening report Serbia Chapter 6 Company Law Date of screening meetings: Explanatory meeting: 11 December 2014
More informationFYR MACEDONIA LAW ON TAKEOVER OF JOINT STOCK COMPANIES
FYR MACEDONIA LAW ON TAKEOVER OF JOINT STOCK COMPANIES Important Disclaimer This does not constitute an official translation and the translator and the EBRD cannot be held responsible for any inaccuracy
More informationSUBSIDIARY LEGISLATION PREVENTION OF MONEY LAUNDERING AND FUNDING OF TERRORISM REGULATIONS
AND FUNDING OF TERRORISM [S.L.373.01 1 SUBSIDIARY LEGISLATION 373.01 PREVENTION OF MONEY LAUNDERING AND FUNDING OF TERRORISM REGULATIONS 31st July, 2008 LEGAL NOTICE 180 of 2008, as amended by Legal Notice
More information(Non-legislative acts) REGULATIONS
9.6.2012 Official Journal of the European Union L 150/1 II (Non-legislative acts) REGULATIONS COMMISSION DELEGATED REGULATION (EU) No 486/2012 of 30 March 2012 amending Regulation (EC) No 809/2004 as regards
More informationTHE GAZETTE OF INDIA EXTRAORDINARY. PART II - SECTION 3 - SUB-SECTION (ii) PUBLISHED BY AUTHORITY NOTIFICATION. MUMBAI, THE 16th DAY OF MAY, 1996
THE GAZETTE OF INDIA EXTRAORDINARY PART II - SECTION 3 - SUB-SECTION (ii) PUBLISHED BY AUTHORITY NOTIFICATION MUMBAI, THE 16th DAY OF MAY, 1996 SECURITIES AND EXCHANGE BOARD OF INDIA (DEPOSITORIES AND
More informationARRANGEMENT OF SECTIONS. PART I Preliminary. PART II Regulated, Authorised and Exempt Mutual Funds
MUTUAL FUNDS ACT, 1995 {Incorporating Amendments up to and including 31 st August 2001} ARRANGEMENT OF SECTIONS PART I Preliminary 1. Short title and commencement. 2. Interpretation. PART II Regulated,
More informationPre-Merger Notification Guide. CZECH REPUBLIC PRK Partners s.r.o. advokátní kancelár
Pre-Merger Notification Guide CZECH REPUBLIC PRK Partners s.r.o. advokátní kancelár CONTACT INFORMATION Radan Kubr and Kateřina Hájková PRK Partners s.r.o. advokátní kancelár Jáchymova 2 110 00 Prague
More informationNOTE: THIS TRANSLATION IS INFORMATIVE, I.E. NOT LEGALLY BINDING! 189/2004 Coll. ACT
NOTE: THIS TRANSLATION IS INFORMATIVE, I.E. NOT LEGALLY BINDING! 189/2004 Coll. ACT of 1 April 2004 on collective investment Amendment: 377/2005 Coll. Amendment: 57/2006 Coll., 70/2006 Coll. Amendment:
More informationFINANZIA, BANCO DE CREDITO, S.A. BY-LAWS INCORPORATION, NAME, REGISTERED OFFICES, CORPORATE PURPOSE AND DURATION OF INCORPORATION
FINANZIA, BANCO DE CREDITO, S.A. BY-LAWS CHAPTER I INCORPORATION, NAME, REGISTERED OFFICES, CORPORATE PURPOSE AND DURATION OF INCORPORATION Art. 1.- The Company, herein named FINANZIA, Banco de Crédito,
More informationRussia Takeover Guide
Russia Takeover Guide Contact Vassily Rudomino VRudomino@alrud.com Contents Page INTRODUCTION 1 THE REGULATION OF TAKEOVERS 1 ORDINARY AND PRIVELLEGED SHARES, CONVERTIBLE SECURITIES 1 ACQUISITION OF MORE
More information