What is Act No. 104 / 2008 Coll.?

Act No. 104 / 2008 Coll., on takeover offers and amending certain other laws (Law on takeover offers) — Law on takeover offers and amending certain other laws (Law on takeover offers).

When it became Act No. 104 / 2008 Coll. effectiveness?

Act No. 104 / 2008 Coll. became effective 01.04.2008.

Is Act No. 104 / 2008 Coll. still valid?

Yes, Act No. 104 / 2008 Coll. is still valid and effective.

How many times was it Act No. 104 / 2008 Coll. amended?

Act No. 104 / 2008 Coll. has 10 time versions of the text.

Act No. 104 / 2008 Coll. - Law on takeover offers and amending cert...

104

THE LAW

of 19 March 2008

on takeover offers and amending certain other laws (Takeover offers law)

Parliament has decided on this law of the Czech Republic:

ČÁST PRVNÍ

TENDER TO TRANSFER

HLAVA I

BASIC PROVISIONS

§ 1

Subject matter

This Act incorporates the relevant regulations of the European Communities1) and regulates the takeover offer to holders of participating securities issued by a public limited company established in the Czech Republic whose participating securities are admitted to trading on a regulated market6) and certain issues linked to the offer of take-over with a foreign component and some other issues related thereto.

§ 2

Definition of terms

(1) The offer of takeover shall be a public proposal for a contract for the purchase or exchange of participating securities by which the applicant demonstrates his willingness to acquire the participating securities to the extent that it allows the control of the target company or to which he fulfils the obligation under this law.

(2) The target company is the company which issued the participating securities covered by the takeover offer.

(3) Participating securities are securities issued by the target company with which the share of the capital or voting rights of the target company is linked; and securities issued by the target company with which the right to obtain such securities is attached.

(4) A compulsory takeover offer shall be a takeover offer made in accordance with Title IV.

(5) The share of voting rights shall mean the direct share of the votes resulting from the shareholder's participation in the company in the total number of votes resulting from the participation in the company. Shares with which the right to vote is not linked shall be considered as non-voting shares for the purposes of calculating the share of voting rights even where they are temporarily acquired under a special law. When calculating the share of voting rights, votes on shares held by or controlled by the target company shall not be taken into account or votes on shares held by or controlled by the target company.

(6) A decisive share of the voting rights of the company shall be the share of the voting rights of the target company representing at least 30% of the total vote associated with the participating securities issued by the target company.

(7) A Member State shall mean a Member State of the European Union or another Contracting State of the Agreement on the European Economic Area.

(8) The cooperating party shall be the person working with the appellant in mutual understanding in order to obtain or enforce joint influence on the management or operation of the firm of the target company, in particular the joint and controlled exercise of voting rights, or the person working with the target company on the basis of an agreement to thwart the takeover offer. It is true that the person in control and the person in control, as well as the persons who have entered into a voting agreement when choosing the members of the target company's bodies, or members of one group, are cooperating persons.

(9) The cooperative group shall consist of those cooperating persons who share the voting rights of the target company and the cooperating persons who are in relation to the former persons in control.

(10) The person interested in the takeover offer shall be the person having an interest in the outcome or conduct of the takeover offer, in particular the applicant, the person cooperating with him, the target company, the person forming with the target company of the business group, the shareholders owning or having at least 5% of the participating securities of the target company.

§ 3

Principles of the takeover offer

Persons to whom this law imposes obligations on the offer of takeover shall proceed in such a way as to comply with the following principles:

(a) equal treatment must be granted to all holders of participating securities of the target company with which the same rights are attached, unless otherwise provided by law,

(b) if someone controls the target company, the other owners of the participating securities must be protected;

(c) sufficient time and information must be provided to the addressees of the takeover offer so that they can decide whether to accept the offer with knowledge of the case;

(d) the board of directors and supervisory board of the target company shall act in the interests of that company as a whole; However, in accordance with its procedure, it may not thwart the possibility for holders of participating securities to decide whether to accept a takeover offer,

(e) there must be no distortion of the securities market of the target company, the applicant or any other company in connection with the offer of takeover in such a way as to artificially affect their course and to undermine the normal functioning of the market;

(f) the appellant may publish an intention to make a takeover offer only after ensuring that it is able to provide full cash to its addressees; where a non-cash performance is offered, it may not disclose the intention to make a take-over offer unless it takes measures to ensure that such performance is provided;

(g) the target company must not be unduly constrained by the offer of takeover in its business.

§ 4

The negotiations for the acquisition of the participating securities of the target company, which show significant features of the takeover offer, are a takeover offer.

HLAVA II

TENDER TO TRANSFER TO THE FOREIGN INCOME

§ 5

(1) Where a target company has its registered office in the territory of the Czech Republic and its participating securities are admitted to trading on one or more foreign regulated markets (7), only the principles set out in Section 3 and the provisions of this Act governing the internal ratios of the target company, in particular the relevant proportion, the obligation to bid, the waiver of the bid obligation by decision of the Czech National Bank, the obligations of the target company's authorities, the rule of breakthrough and the suspension of voting rights in the event of delay in the performance of the bid obligation; the provisions of this law governing the deadline for taking over the offer shall not apply.

(2) If the target company has its registered office in the territory of a Member State other than the Czech Republic, the provisions of this law shall apply to the offer to take over, to the extent specified in paragraph 3, if:

(a) the participating securities of that company are admitted to trading only on a regulated market; or

(b) the participating securities of that company are admitted to trading on more than one European regulated market (8), including the regulated market, unless they are admitted to trading also on a European regulated market in the State of its registered office if:

1. the participating securities of the company were first admitted to trading on a regulated market in the Czech Republic; or

2. the participating securities of this company were admitted at the same time to trading on several European regulated markets including the regulated market and the company designated the Czech National Bank as the competent supervisory authority of the takeover offer and announced this at the latest on the first day of trading to the supervisory authorities of the takeover offer and to the organisers of these European regulated markets.

(3) In the case of a takeover offer concerning the target company referred to in paragraph 2, the principles set out in Article 3 and the provisions of this Law governing the content of the tender document and the procedure of the applicant when offering the takeover; in particular, the provisions on consideration for the offer of takeover, the notification of the intention, the particulars of the offer of takeover and its publication shall apply.

(4) The Czech National Bank shall publish information on the decision of the target company as referred to in paragraph 2 in a way that allows remote access.

(5) The Czech National Bank shall cooperate with the takeover supervisory authorities and other capital market supervisors of the Member States and shall provide them, in particular in the cases referred to in paragraphs 1 and 3, with the information necessary to apply the provisions of this law or other legislation issued for the implementation of the Recruitment Directive (1).

§ 6

(1) In cases where, pursuant to Article 5, the takeover procedure does not apply to the offer procedure, and at the same time the takeover offer has been approved in accordance with the applicable law by the takeover supervisory authority in another Member State, the takeover offer may be published in the Czech Republic if:

(a) is published together with an official translation into the Czech language; the original version of the takeover offer may be published in such cases only in a way which allows remote access, provided that, together with the official translation of the takeover offer, information on where the original version is published is published,

(b) contains information on the tax arrangements to which it will be subject to the performance of contracts concluded on the basis of a takeover offer;

(c) it shall contain information on the procedures for accepting the offer of takeover and exercising the rights relating to the offer of takeover where, as a result of the cross-border nature of the offer, it is different from those described in the original text of the offer of takeover.

(2) The offer of takeover referred to in paragraph 1, including its official translation into the Czech language, shall be submitted by the appellant to the Czech National Bank before its publication.

§ 7

The offer of takeover in accordance with the law of a foreign State which is not a Member State and to which the law does not apply pursuant to § 5 may be published in the Czech Republic unless it contravenes the principles set out in § 3. Such a takeover offer shall be submitted to the Czech National Bank prior to its publication, which may prohibit its publication or impose additional conditions for its publication; Articles 6 (1), 12 (2) to (4) and 13 (1) shall apply mutatis mutandis.

HLAVA III

TENDER TRANSFER

§ 8

Protection of internal information and protection against market distortions

(1) The applicant shall ensure that there is no premature and unequal dissemination of information that he is considering or has taken the intention of making a takeover offer. The same applies in relation to the steps which will result in the creation of a bidding obligation. The appellant shall instruct all persons carrying out takeover activities for him on their obligation of confidentiality and on the prohibition of the use of inside information under the Capital Market Enterprise Act and shall take measures to prevent the dissemination and use of internal information.

(2) Where there are significant fluctuations in the course, or where there is speculation or speculation concerning the offer of takeover, and at the same time it is reasonable to assume that their origin is related to the preparation or consideration by the appellant of the offer to take over or acquire a holding in the target company, the appellant shall publish his intention to make a bid or act in such a way as to create an obligation; the information is also communicated to the Czech National Bank.

(3) The applicant shall, without undue delay, make public information that his authorities have decided to make a takeover offer, or, where appropriate, that he has made a final decision to initiate action directly to take a takeover offer, or that circumstances have arisen which have resulted in an obligation to bid.

(4) The method of publication of the information referred to in paragraphs 2 and 3 shall be chosen in such a way as to avoid the use of internal information or market distortion. The Czech National Bank may, taking into account the interests of the owners of the participating securities of the target company on a proposal, postpone the creation of the obligation under paragraph 3, provided that the damage to the applicant or persons cooperating with him can be prevented and the applicant prevents other persons from accessing the information in question.

§ 9

(1) The applicant may inform the target company of his intention to make a takeover offer or of his intention to act in such a way that he becomes obliged to do so before such information is disclosed and dealt with.

(2) The target company will ensure the protection of internal information; Paragraph 8 (1) shall apply mutatis mutandis to the target company.

(3) Paragraph 8 (1) shall apply mutatis mutandis to persons with whom the applicant has dealt with the acquisition of a holding in the target company or who have otherwise received information from the applicant or the target company.

(4) This law is without prejudice to the obligations laid down to protect against market abuse under the Capital Market Enterprise Act.

§ 10

Tender document

(1) The takeover offer must be made only by publishing a tender document containing at least:

(a) a business firm or name and registered office, or the name or, where applicable, the names, surname and address or place of business, if different from the address of the applicant, the target company and persons cooperating with the applicant and, where appropriate, persons cooperating with the target company;

(b) the shares of the appellant and persons cooperating with the appellant in the capital of the target company and the amount of their share of the voting rights of the target company in accordance with Sections 35 and 37, if different, including their structure, and a description of the links between the cooperating parties, or where the appellant is available, a description of the links between the target company and the persons cooperating with the target company;

(c) the essential elements of the purchase or exchange contract, in particular:

1. the identification of the participating securities which are the subject of the takeover offer, including the type, form, form and, where applicable, the denomination and identification mark, according to the international numbering system for securities identification (ISIN), if allocated,

2. details of the consideration offered for the participant's security or, where appropriate, a sufficiently precise method of determining the consideration; where securities are offered as consideration, the information referred to in point 1 shall also be provided;

(d) the average price and, in the case of a compulsory takeover offer, the premium price of the participating securities and the justification for the amount of the consideration offered;

(e) the maximum quantity of participating securities to which the takeover offer is limited or the minimum quantity of participating securities to which the acquisition is conditional;

(f) the duration of the takeover offer;

(g) the amount and conditions and the method of payment of compensation for the breakthrough provided for in Article 33 and the method of its determination;

(h) the means of notification of acceptance of the takeover offer or of the European regulated market on which the contract is concluded;

(i) the procedure for the transfer of securities and the conditions and method of payment of the price and, where appropriate, any other consideration;

(j) the rules governing the withdrawal of acceptance of the takeover offer or, where appropriate, the withdrawal of the contract resulting from the acceptance of the takeover offer;

(k) the appellant's intentions regarding the future activities of the target company, its employees and members of its bodies, including planned changes to the conditions of employment or resettlement, or the relocation of the target company's premises, as well as information on the appellant's intentions concerning its future activities to the extent that the takeover offer is affected;

(l) information on resources and how to finance or otherwise ensure remuneration;

(m) the applicable law governing the internal circumstances of the target company, the applicable law governing the contracts concluded on the basis of the takeover offer and the courts responsible for dispute settlement from the takeover offer,

(n) details of the supervisory authority whose supervision the takeover offer is subject to, including the approval of the publication of the takeover offer.

(2) The tender document shall also contain the reasons why the method used to determine the form and amount of the consideration, the type and amount of consideration provided or agreed for each acquisition of the securities of the target company by the appellant or the cooperating party and the number of securities acquired in each transaction, if the negotiation took place within the last 12 months before the opening of the bidding obligation, or a statement that such transaction had not been negotiated.

§ 11

§ 12

Notification of the takeover offer

(1) The applicant shall submit a draft tender document to the Czech National Bank within 15 working days of the date on which the notification requirement under Section 8 (3) was established. The Czech National Bank may, at the request of the applicant, extend the period provided for in this paragraph by a maximum of 30 working days.

(2) The applicant who has his domicile or registered office outside the Czech Republic shall entrust his representation in matters relating to the offer of takeover, in particular by accepting correspondence, a lawyer or a person authorised to provide investment services in the Czech Republic. This is not the case if it is the applicant who has established an organisational component of his business in the Czech Republic.

(3) The Czech National Bank may invite the appellants to prove that it has sufficient resources to finance the takeover offer and to demonstrate their origin.

(4) If the Czech National Bank finds that the tender document does not contain all the elements laid down by law or that it contains manifestly false or distortive information, or that the requirements laid down in paragraph 2 or 3 have not been met, it shall prohibit its publication.

(5) If appropriate, the Czech National Bank may require the applicant to publish further information or change the content of the tender document together with the tender document, if otherwise the takeover offer would be vague or misleading, or the disclosure of such information is justified by the principles of the takeover offer. The Czech National Bank may require the applicant to notify it of the way in which these requirements are met before the offer is published. If the applicant fails to meet the conditions laid down by the Czech National Bank under this paragraph, the first Czech National Bank has prohibited the publication of an offer by decision.

§ 13

Doing the takeover bid

(1) If the Czech National Bank does not issue a decision prohibiting the publication of a tender document, the applicant shall publish the tender document at the earliest after the expiry of 15 working days, but no later than 30 working days after receipt of the notification referred to in Article 12 (1) or of the receipt of its amendment or addition to the Czech National Bank. The tender document may be published before the expiry of a period of 15 working days, provided that the Czech National Bank notifies the applicant in writing that it has not found grounds for prohibiting its publication. The Czech National Bank may, where justified, extend the time limits referred to in the first sentence, each of which shall not exceed 15 working days.

(2) Where specific legislation requires the approval of a public authority for the acquisition of participating securities under the specific laws or regulations of the European Communities, the tender document may be published only if the consent has been granted, unless it is provided that the submission of an application for consent or the fulfilment of another condition is sufficient to make the offer; where consent has been given, it shall form an annex to the tender document. Where the granting of consent under this paragraph is a condition for the publication of the tender document in accordance with the first sentence, the time limit for the publication of the tender document in accordance with paragraph 1 shall not run for the duration of the procedure for granting consent.

(3) The tender document shall be published in at least one national distributed diary and in a way that allows remote access; publication by means of a means of remote access shall not be required where the tender document is provided in writing free of charge to the public at the head office of the target company and at the head office of the applicant and, if the applicant has authorised a representative pursuant to Article 12 (2), also at the head office of such representative. Where a tender document is published in a way that allows remote access and where the applicant or the target company has its website, it shall be published on that website.

(4) The statutes of the target company may specify additional means of publication of the tender document, which may not, however, burden the applicant beyond reasonable limits or render publication impossible. In the event that the tender is the subject of an offer to take over participating securities admitted to trading on a foreign regulated market, the tender document shall also be published in the Member State in which the foreign market is organised in the manner laid down in the law of that Member State for the publication of the tender document.

(5) Within at least 10 working days of the publication of the tender document, the applicant shall deliver the tender document to the board of directors and supervisory board of the target company.

§ 14

Informing employees

(1) The appellant and the board of directors of the target company shall, without undue delay, inform trade unions, staff councils or other representatives of employees (hereinafter referred to as "employees' representatives) and, if they are not, employees, of the publication of a notice pursuant to paragraphs 8 and 9 and of the publication of a takeover offer pursuant to paragraph 13.

(2) The management board of the target company shall, without undue delay, transmit to the employees' representatives, or, if the employees' representatives are not established, to the employees themselves copies of the documents which it has received in connection with the offer of the takeover, inform them of their ability to express themselves on the offer of the takeover and communicate the deadline within which the opinion of the employees must be drawn up so that it can be published at the same time as the opinion of the authorities of the target company pursuant to Article 16. The board of directors of the target company shall, without undue delay after drawing up it, forward to the employees' representatives, or, if the employees' representatives are not established, to the employees the opinion of the target company's authorities on the takeover offer provided for in Article 16.

§ 15

Obligation of the neutrality of the target company's authorities

(1) Since the members of the board of directors or the supervisory board of the target company have become aware of the facts from which a reasonable assumption can be made that a takeover offer will be made,

(a) may not take measures which may give the addressees of the takeover offer the opportunity to freely decide on the offer of takeover with knowledge of the case;

(b) until the results of the offer are published, they shall refrain from taking over anything that might thwart it, unless such specific negotiations are approved by the general meeting or the company, at the time the offer is binding, to comply with the obligations laid down in the legislation or if the normal operation of the undertaking is concerned.

(2) The Board of Directors shall be entitled to convene a general meeting to obtain approval pursuant to paragraph 1 (b); the legal deadline for the general meeting is reduced to 14 days.

(3) The members of the board of directors or supervisory board of the target company may, without the approval of the general meeting, take the necessary measures to seek a competitive takeover offer; The members of the Board or Supervisory Board may also make a competitive offer of takeover.

§ 16

Opinion of the target company authorities

(1) The members of the board of directors and supervisory board of the target company shall, within 5 working days of the date of receipt of the tender document, draw up a joint written opinion stating whether the offer of takeover is in line with the interests of the target company, the addressees of the takeover offer, the employees and creditors of the target company; In particular, it shall also comment on the type and amount of the consideration offered.

(2) The opinion, in addition to the information referred to in paragraph 1, shall include at least:

(a) any differences in views of a board member or supervisory board;

(b) a statement, if any, that the members of the Board of Directors or the Supervisory Board, or some of them, have been appointed to their duties under the influence of the appellant, in particular that they have voted in favour of their choice or cooperate with the appellant;

(c) any legal or factual defects in the takeover offer;

(d) details of any conflict of interest between the members of the board and the supervisory board and those of the target company or addressees of the takeover offer;

(e) whether the members of the Board of Directors and the Supervisory Board themselves intend to accept the takeover offer and to what extent,

(f) data on the likely impact of the takeover offer on employment, the structure and objectives of the target company;

(g) data on the likely impact of the takeover offer on the applicant's strategic objectives in relation to the target company and on the impact of the applicant on employment and the location of the target company's production.

(3) Recommendations need not be made in the opinion, but all the information contained in the opinion is justified in substance. Where the disclosure of certain data could cause significant injury to the target company, only their general characteristics shall be indicated.

(4) Where the members of the Board of Directors and the Supervisory Board have received a separate opinion from the staff on the takeover offer, they shall be annexed to the opinion referred to in paragraph 1.

(5) The opinion shall be delivered by the members of the Board of Directors and the Supervisory Board to the appellant within 2 working days of its preparation. If the applicant does not publish an opinion together with the offer of takeover, the target company shall publish it without undue delay in at least one national distributed journal or in a way that allows remote access. Where the opinion is published in a way that allows remote access and where the target company has its website, it shall also be published on that website.

(6) The opinion will be delivered by members of the Board of Directors and the Supervisory Board within 2 working days of its preparation to the Czech National Bank.

(7) The members of the Board of Directors and the Supervisory Board shall also draw up a similar opinion on any modification of the takeover offer; paragraphs 1 to 6 shall apply mutatis mutandis.

§ 17

Limitation of authorisation to acquire or dispose of participating securities of the target company by the applicant and other persons

(1) As long as the takeover offer is binding, neither the applicant nor the persons cooperating with it may take any legal action towards the contractual acquisition of the participating securities of the target company under conditions other than those contained in the takeover offer, unless:

(a) obtain the participating securities by exercising an exchange right relating to securities acquired before the applicant has decided to make a takeover offer;

(b) obtain the participating securities by applying a preferential right or option or contract right if they have acquired those rights in good faith before the applicant has decided to conduct the negotiations leading to an invitation to tender or, where appropriate, before the applicant has decided to make a bid;

(c) obtain the participating securities by exercising the right of another person who was established by the applicant or by a person cooperating with him before the applicant decided to conduct the negotiations leading to the opening of the bidding obligation, or, where appropriate, before the applicant decided to make a takeover offer,

(d) acquire the participating securities by fulfilling an obligation against non-standing shareholders arising from a profit transfer or control agreement under a special law; or

(e) such persons are a trader of securities or a bank and such acts are made in the ordinary course of trade in the provision of an investment service for the management of investment vehicles or in the performance of their obligations arising from their market maker status (9) or a comparable position on the European regulated market.

(2) For the duration of the takeover offer, neither the applicant nor the persons cooperating with it may take legal action to dispose of the participating securities of the target company, unless the cases of disposal are those referred to in paragraph 1 (b), (c) or (e).

(3) The person who has taken the legal action referred to in paragraph 1 or 2 shall notify the Czech National Bank within 5 working days of the date of its adoption. In this notification, the total number of securities covered by the legal act shall indicate the weighted average of the purchase prices of each security, the highest and lowest purchase prices reached.

(4) The Czech National Bank shall, at the request of the applicant or of the person cooperating with the applicant, allow an exemption from the prohibition provided for in paragraph 1 or 2, if this is in accordance with the principles set out in Section 3.

§ 18

Consequences of a breach of the prohibition to acquire or dispose of participating securities of a target company

(1) In the event that the applicant or the person cooperating with him infringes the prohibition laid down in Paragraph 17, he shall not be entitled, for a period of 3 years after the infringement, to exercise the rights attached to the participating securities acquired as a result of that act.

(2) In the event that the applicant or the person cooperating with him, in the period between the publication of the offer of take-over and the last day of the commitment to take over the tender, under more favourable conditions than those indicated in the offer of take-over, the corresponding adjustment to the offer of take-over and contracts already concluded on the basis of the offer of take-over shall be the result of such changes.

§ 19

Obligations of persons interested in the takeover offer

The persons interested in the takeover offer shall notify the Czech National Bank without undue delay after notification of the intention to make an offer to take over any acquisition or disposal of participating securities to or options for the target company; This applies mutatis mutandis to securities offered by the applicant as consideration.

§ 20

Compensation for takeover bids

(1) The price or exchange rate offered as consideration for the offer of the takeover consists of money or securities, possibly in combination with both, unless the law provides otherwise.

(2) The consideration in the takeover offer shall be the same for all addressees of the same representative participating security.

§ 21

Partial takeover offer

Where the applicant ensures the proportional satisfaction of the persons who have accepted the takeover offer in excess of the specified number of participating securities, in accordance with Paragraph 25 (3), the takeover offer may indicate that it covers only a certain number of participating securities ("partial takeover offer ').

§ 22

Conditioned takeover offer

The takeover offer may be conditional only on a condition which does not depend on the consideration of the applicant or the person cooperating with it; However, if they are able to influence compliance, they shall do whatever they may be required to comply fairly.

§ 23

Amendment and withdrawal of the takeover offer

(1) The amount of consideration in the offer of takeover may be altered by the appellant only so that the revised amount of consideration is more favourable to the addressees of the offer of takeover. In other cases, the takeover offer may be amended or withdrawn only if it is expressly stated, unless such a procedure is contrary to the principles set out in Paragraph 3, and only in factual cases which do not depend solely on the reasoning of the appellant or the person cooperating with it.

(2) Where there has been a change in the takeover offer, which changes its current conditions so that they are more favourable to its addressees, the same changes shall also be reflected in contracts already concluded on the basis of the takeover offer.

(3) The applicant shall notify the Czech National Bank of the intention to amend or withdraw the takeover offer at least 5 working days before publication of the change or appeal. The notification shall be accompanied by any draft amendment to the tender document. If the Czech National Bank finds that the procedure proposed in the notification is contrary to this law, it shall, within the time limit specified in the first sentence, issue a decision prohibiting the amendment or withdrawal of the bid. The amendment or withdrawal of the takeover offer shall be published by the appellant in the same way as the takeover offer.

(4) The period of commitment of the takeover offer must be at least five working days from the publication of the change in the takeover offer. In the event that the change in the takeover offer referred to in paragraph 1 results in an extension of the commitment period of the takeover offer, the total commitment period may be extended by a maximum of 2 weeks, unless the Czech National Bank approves a longer extension of the commitment period.

(5) Paragraphs 2 to 4 shall apply mutatis mutandis in the event of a change in the takeover offer as a result of the fulfilment of a statutory or other legal obligation.

§ 24

Duration of the takeover offer

(1) The tender document shall include a period of time for the takeover offer to be binding, which shall not be less than 4 weeks from the date of its publication. Where the period of commitment of the take-over offer is longer than 10 weeks, the applicant shall publish in the same manner as the offer of take-over 2 weeks before the expiry of the period of commitment of the notice at which the period of commitment ends.

(2) The applicant may:

(a) to extend the duration of the takeover offer when a competitive takeover offer has been published or when the applicant has changed the amount of the consideration; an extension which limits the target company in its business activity to more than reasonably necessary in view of the objectives of the takeover offer is inadmissible,

(b) extend the duration of the acceptance offer under the conditions laid down in Article 23 (1); or

(c) not for a compulsory takeover offer, reduce the period of commitment of the takeover offer if such a procedure is justified by the important interest of the target company; the period of binding of the tender cannot be reduced to less than 2 weeks.

(3) Where the appellant complies with paragraph 2, paragraphs 3 to 5 of Paragraph 23 shall apply mutatis mutandis.

(4) An extension or shortening of the period of commitment of the takeover offer shall not be allowed if the applicant has expressly stated in the takeover offer that it will not change the period of commitment.

§ 25

Establishment of the contract

(1) A contract concluded on the basis of a takeover offer on a European regulated market is concluded in accordance with the rules of the market operator.

(2) A contract concluded on the basis of a takeover offer outside the European regulated market is concluded by the notification of receipt of the takeover offer to the applicant. The applicant shall notify the conclusion of the contract to all persons who have accepted the offer.

(3) If the number of participating securities has been exceeded in the case of a partial takeover offer, the persons who accepted the takeover offer shall be satisfied in proportion to the total number of participating securities that are the subject of the takeover bids received. The applicant shall notify those persons of their proportional satisfaction. The contract shall be concluded at the time of notification of the proportional satisfaction.

(4) Where a takeover offer is conditional, the applicant shall notify the persons who accepted the takeover offer whether or not the condition has been met. In this case, the contract referred to in paragraph 2 shall be concluded with a postponement condition.

§ 26

Notification of conclusion of the contract

(1) The applicant shall, in accordance with Article 25 (3), notify the performance or failure of the terms of the contract or the proportional satisfaction referred to in Article 25 (3) in the manner and within the time limit specified in the takeover offer, but not later than 1 month after the expiry of the period of commitment, otherwise the condition is fulfilled, the conclusion of the contract or the proportional satisfaction shall be notified.

(2) In the event that, in the case of a partial takeover offer, the applicant does not notify the persons who received it of a proportional satisfaction within the time limit referred to in paragraph 1, the contract shall be concluded in full on the acceptance of the takeover offers and the limitation of the number of participating securities shall not be taken into account.

(3) The applicant may not notify the conclusion of the contract before the expiry of the period of commitment of the takeover offer.

§ 27

Withdrawal

(1) A contract resulting from the acceptance of a takeover offer may also be withdrawn from the takeover offer for the duration of the takeover offer, unless the rules of the market operator provide otherwise, where the contract is concluded on a European regulated market.

(2) The beneficiary may withdraw from the contract resulting from the acceptance of the partial takeover offer within 15 working days of the date of receipt of the notification of the proportional satisfaction referred to in Article 25 (3). If the notice referred to in the first sentence is not received within 1 month of the expiry of the period of commitment of the takeover offer, the period referred to in the first sentence shall begin to run from 1 month after the end of the period of commitment of the takeover offer.

§ 28

Notification procedure

The notice of acceptance of the takeover offer, the conclusion of the contract, the proportional satisfaction, the fulfilment or non-fulfilment of the condition and the withdrawal of the contract referred to in Article 27 shall be made in writing, unless the contract is concluded on a European regulated market and the rules governing the trading of the market operator provide otherwise.

Citation	Act No. 104 / 2008 Coll., on takeover offers and amending certain other laws (Law on takeover offers)
Regulation Type	Law
Author	-
Collection	Code of Laws

Date of Promulgation	01.04.2008
Effective from	01.04.2008
Effective until	-
Status	Valid

Act No. 104 / 2008 Coll.

Law on takeover offers and amending certain other laws (Law on takeover offers)

Contents