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not be triggered. The acquirer of controlling interest shall be exempt
from making a mandatory offer if:
• Management control is obtained as a result of a voluntary offer;
• Management control is obtained through agreements between
shareholders, approved by the general assembly of the public
company, and provided that shareholders who vote against such
approval are granted exit rights;
• The shareholder holding controlling interest transfers shares
such that his/her shareholding decreases below 50%, and with-
out losing management control, regains a shareholding above
50% through share transfers; or
• Shares are transferred between members of the same group
holding controlling interest in the public company.
Furthermore, the Board may, at its discretion, declare that certain
cases, such as mandatory changes in and the restructuring of the share-
holding structure, or acquiring control of a holding company without
the purpose to acquire the control of its subsidiary public company,
shall be exempt and shall not trigger the mandatory offer procedure.
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Time Periods and Sanctions
The acquirer of controlling interest shall apply to the Board with-
in six business days following their share acquisition, together with the
information form and the documents specified in the annexes of the
Communiqué, to make a mandatory offer. The offer should commence
within two months following the realization of a triggering event and
within six business days following the approval of the information
form by the Board, and remain open for at least ten and at most twen-
ty business days.
The shareholder must apply for exemption, if applicable, within
this six-day period following the mandatory offer triggering event. If
an application for exemption is filed, in the event the Board rejects
such application, the offer should commence within one month fol-
lowing the decision of the Board.
Non-compliance with these time periods shall result the suspen-
sion of shareholding rights and the shares being disregarded in the cal-
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NEWSLETTER 2014