In justified cases, the Takeover Board may grant exemptions from the duty to make an offer, particularly in the following cases:
where the transfer of voting rights occurs within a group organised pursuant to an agreement or otherwise. In such a case, only the group as such shall be subject to the duty to make an offer;
where the threshold is exceeded as a result of a decrease in the total number of voting rights of the company;
where the threshold is exceeded only temporarily;
where the securities have been acquired without consideration or on exercise of pre-emptive rights pursuant to a share capital increase;
where the securities have been acquired for reorganisation purposes.
The duty to make an offer does not apply if the voting rights have been acquired as a result of a donation, succession or partition of an estate, matrimonial property law or execution proceedings.
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