Takeovers - Cyprus

Updated 09/2009

Legal requirements

The general legal principles on public takeover bids for the acquisition of securities representing right of property include equal treatment and protection of all shareholders of an offeree company. Moreover, the law regulates procedural issues relating to the timing of the process and the relevant rights and obligations of all parties.

The law on public takeover bids of 2007 [413 KB]

The Cyprus Securities and Exchange Commission is the competent authority for the supervision and application of the provisions of the law on public takeover bids. It was established pursuant to article 5 of the Law on Cyprus Securities and Exchange Commission (Establishment and Responsibilities) of 2001 as a public law legal entity and is characterised as "Administrative Collective Supervisory Body".

Cyprus Securities and Exchange Commission
New legislation on the Securities and Exchange Commission [480 KB]

Retiring business owners need to plan the transfer of their business in advance.

Selling on — Cyprus

Some standard requirements to be completed when taking over a business are the same as when setting up a new business.

Start-ups — Cyprus

Administrative procedures

Registration

Once the offeror announces the decision to proceed with a public takeover bid, the boards of the offeree company must immediately inform their staff and shareholders. The offeror will have to prepare a public offer document and present it to the board of the offeree company as well as to the Securities and Exchange Commission.

Cyprus Securities and Exchange Commission

Should the Commission approves the publication of the document, the offeror:

communicates and publishes the approval of the document,
forwards the document to the offeree company,
sends a copy of the offer document to the holders of securities subject to the bid,
publishes the document on its website,
sends the document to the regulated market where the securities subject to the bid are listed.

Subsequently, the offeree company informs its employees and publishes a document containing its opinion of the bid, including the views of the employees, if different. The aforementioned document is posted to holders of securities subject to the bid, who must accept the bid within a defined time limit.

Acceptance of the bid by a recipient is made by a written declaration or electronic message from an Operating Account Operator of the Central Depository and Central Registry of Securities, representing the recipient of the bid. This declaration must be addressed to a credit institution or an I.F. ΕΠΕΥ (Investment Firms), as specified by offeror in the bid.

The transfer of securities subject to the bid is done simultaneously with the payment of the consideration of the bid or with the transfer of any securities subject to the bid.

Resources

The Companies Section of the Department of the Registrar of Companies and Official Receiver of the Ministry of Commerce is responsible for the registration, monitoring, control and deregistration of local companies, foreign companies, cooperative societies and trade names.