Investor Presentaiton
of the participating securities. If the securities
are traded on the regulated market, the bidder
must submit an offer and provide evidence
to the CNB that consideration for the trade is
adequate.
Takeover bids
Voluntary takeover bids
For joint-stock companies traded on the regu-
lated market, investors can make apublic offer
to the shareholders, if the bid allows them to
gain control over the company.
Obligatory takeover bids
An investor acquiring a minimum of 30 percent
of the voting rights in a target company traded
on the European regulated market and actually
gaining control of the company, must offer to
buy out the other shareholders within 30 days
of the acquisition by, submitting an obligatory
takeover bid.
An obligatory takeover bid may be published
only after it has been approved by the CNB.
Obligatory takeover bids are also required
if a company decides to displace its shares
from trading on the European or other foreign
regulated market, or changes the nature of its
shares or their transferability.
Right to buy out participation
securities (squeeze-out)
A shareholder owning securities represent-
ing more than a 90-percent share of the voting
rights of a joint-stock company (a major share-
holder) is entitled to ask the board of directors
to convene a general meeting to decide on the
transfer of all the other participating securities
owned by minority shareholders, resulting in
a squeeze out of minority shareholders. The
general meeting of the company approves the
squeeze out by paying minority shareholders
adequate compensation determined through
an expert valuation. Should the shares be trad-
ed on the European regulated market, a justifi-
cation of the compensation and the prior con-
sent of the CNB is required.
In contrast, minority shareholder have the right
to sell their shares to the major shareholder as
defined above.
87View entire presentation