Legal Acts in English

This Law shall regulate the conditions and procedure for the takeover of joint stock companies based in the Republic of Serbia (hereinafter: the Republic), rights and obligations of participants in the takeover procedure, and supervision over the takeover of joint stock companies.

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For the purpose of this Law, certain concepts shall have the following meaning:

1) target company is an open joint stock company for the purpose of the law regulating business companies and which fulfils at least one of the following conditions:

    (1) whose shares are traded on the regulated market, or the Multilateral Trading Facility (hereinafter: MTF) in the Republic, for the purpose of the law governing the capital market;

    (2) which has more than 100 shareholders on the last day during three consecutive months, as well as having total capital of at least EUR 3 000 000 in RSD countervalue;

2) takeover bid is a public bid addressed to all shareholders of the target company for the purchase of all issued shares carrying voting rights with the terms and conditions provided for in this Law;

2a) a takeover bid may be addressed simultaneously to acquire preference shares in terms of the law governing companies (hereinafter referred to as preference shares);

3) offeree is a natural person or legal person that acquires or has acquired the target company's shares carrying voting;

4) offeror is any natural person or legal person that, pursuant to the provisions of this Law, is obliged to announce a takeover bid (obligatory bid) or intends to carry out a takeover and for that purpose publish a takeover bid, although such person is not obliged to do so (voluntary bid); a management company may be an offeror on behalf of a voluntary retirement of investment fund within the meaning of this Law, and it is subject to all provisions of this Law applicable to physical persons and legal persons, as well as provisions of a Law that regulates investment i.e. voluntary pension funds;

5) shares carrying voting rights are regular shares within the meaning of the law governing companies (hereinafter: shares carrying voting rights);

6) shareholder of the target company is a legal holder of shares in terms of the law governing the capital market;

6a) management bodies are director, i.e. board of directors, supervisory board, executive directors, i.e. executive board, i.e. executive and management board with the banks;

7) privileged information is inside information in terms of the law governing the capital market;

8) the Central Register Depot and Clearing of Securities (hereinafter referred to as the Central Register) is a legal person whose business and competencies are mandated by a law which regulates securities market and by this Law;

9) The Securities Commission (hereinafter referred to as the Commission) is the legal person the competencies of which are regulated by the law governing securities' market and by this Law.

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The general principles of this Law shall be as follows:

1) all target company's shareholders shall have an equal position in the takeover procedure;

2) if a person acquires control over the company, other shareholders must be protected so that they can sell their shares to the offeror under the same conditions;

3) the target company's shareholders must be fully, accurately and timely informed of a takeover bid, in order to have sufficient time to correctly appraise the bid, define their interests and decide to accept or refused the takeover bid;

4) the management of the target company shall be required to act during the takeover procedure in the best interest of the target company' shareholders;

5) the offeror and the target company shall be required to carry out the takeover procedure within the shortest time possible, so that the target company is not prevented from conducting its business longer than duly justified;

6) the offeror and other persons participating in a takeover bid procedure must not create by their activities any market distortions which would result in an artificial increase or decrease in the price of the target company's shares.