The Saeima1 has adopted and
the President has proclaimed the following law:
Share Buy-back
Law
Chapter I
General Provisions
Section 1. Purpose of the Law
The purpose of this Law is to protect the interests of
shareholders in relation to a share take-over offer or a request
to buy back shares in such joint-stock company the shares of
which have been admitted to trading on a regulated market
(hereinafter - the company) and to ensure the supervision of
share buy-back.
Section 2. Scope of Application of
the Law
(1) The provisions of this Law in relation to a share
take-over offer (hereinafter also - the offer) shall be applied
to the company the shares of which have been admitted to
trading:
1) on a regulated market in Latvia;
2) on a regulated market in Latvia and a regulated market in
another European Union Member State or country of the European
Economic Area (hereinafter - the Member State) but the shares
have been admitted to trading on a regulated market in Latvia
before admission to trading on a regulated market in another
Member State;
3) concurrently on a regulated market in Latvia and in another
Member State if the company has chosen the Financial and Capital
Market Commission (hereinafter - the Commission) as the
responsible institution in the supervision of the offer.
(2) The provisions of this Law in relation to informing the
employees of the company, determination of the proportion of
voting rights necessary for obtaining control, exemptions from
expressing a mandatory offer, prohibition to disturb the course
of the offer, the procedures for the disposal of shares not
admitted to trading on a regulated market, final share buy-back,
and request of minority shareholders to buy back shares shall be
applied to the company the legal address of which is in
Latvia.
(3) The provisions of this Law shall not be applied to the
investment shares issued by the manager of the alternative
investment fund.
Section 3. Terms Used in the Law
The terms used in this Law correspond to the terms used in the
Financial Instrument Market Law, unless it has been laid down
otherwise in this Law.
Chapter
II
Mandatory Offer in Case of Obtaining Control
Section 4. Expressing of a Mandatory
Offer
(1) An offer addressed to other shareholders to buy back the
shares belonging to them shall be expressed by a person or
persons acting in concert if they directly or indirectly obtain
at least 30 per cent of the voting rights arising from the
company shares (hereinafter - the voting rights of the
company).
(2) The provisions of this Law and the Financial Market
Instrument Law shall be applied to determination of the
proportion of voting rights obtained.
(3) A person or persons acting in concert shall, within 15
days after obtaining the proportion of the voting rights of the
company referred to in Paragraph one of this Section, submit
documents to the Commission in order to obtain a permit to
express a mandatory offer (hereinafter also - the offer
documents).
(4) Paragraph three of this Section shall not apply to a
person or persons acting in concert if they do not exercise the
obtained voting rights within 15 days after setting in of the
circumstances referred to in Paragraph one of this Section and
reduce the proportion of voting rights below 30 per cent of the
voting rights of the company.
(5) If a person or persons acting in concert, in accordance
with other laws and regulations, require to obtain a decision of
the Competition Council or another State authority on the permit
to obtain a specific proportion of shares or voting rights, they
shall, within 15 days after obtaining the relevant decision,
submit the documents referred to in Paragraph three of this
Section to the Commission. They shall, within the time period
specified in Paragraph three of this Section, inform the
Commission of turning to the Competition Council or another State
authority in order to receive the permit.
Section 5. Persons Acting in
Concert
(1) Such persons shall be considered as persons acting in
concert who cooperate among themselves or with the company
according to the agreement in order to directly or indirectly
obtain at least 30 per cent of the voting rights in the company
or to frustrate the offer.
(2) Regardless of the provisions of Paragraph one of this
Section regarding persons acting in concert, they shall be
regarded as shareholders of the company if they are:
1) natural persons and persons under their guardianship;
2) spouses;
3) ascending and descending relatives up to the first
degree;
4) commercial companies which are controlled by the same
person;
5) the commercial company and members of its board.
(3) The persons referred to in Paragraph two of this Section
shall be considered as persons acting in concert if they do not
prove non-existence of action in concert to the Commission.
Section 6. Exemption from Expressing
the Offer
(1) The mandatory offer need not be expressed if a person or
persons acting in concert directly or indirectly obtain the
proportion of voting rights referred to in Section 4, Paragraph
one of this Law:
1) in a voluntary offer expressed in relation to all shares of
the company for a price that is not lower than the price
specified in Section 9 of this Law;
2) in the offer referred to in Section 14 of this Law;
3) without changing the person who exercises the final control
over a person having at least 30 per cent of the voting rights of
company;
4) in making a short-term investment without the intention to
participate in management of the company, if the investment is
made by acquiring shares of the company for the trading portfolio
of the credit institution or investment firm, or the credit
institution or investment firm has acquired the shares of the
company by signing up to shares of a new issue with the purpose
of selling them to its clients, and the proportion of voting
rights of the credit institution or investment firm becomes less
than the proportion of voting rights specified in Section 4,
Paragraph one of this Law within six months after the day of
reaching such proportion of voting rights;
5) as a result of merger of shareholders - legal persons - of
the company if the proportion of voting rights decreases below
the proportion of voting rights specified in Section 4, Paragraph
one of this Law within six months from the day of entering into
effect of reorganisation;
6) in exercising the pledge rights or another security if the
proportion of voting rights decreases below the proportion of
voting rights specified in Section 4, Paragraph one of this Law
within six months from the day of reaching this proportion of
voting rights;
7) before admission to trading of the company shares on a
regulated market if information on the proportion of voting
rights of the company of a person or persons acting in concert
has been indicated in the prospectus regarding admission of
shares to trading on a regulated market;
8) as a result of inheriting if the proportion of voting
rights of the heir decreases below the proportion of voting
rights specified in Section 4, Paragraph one of this Law within
two years from the day when the heir obtains the voting rights
arising from the inherited shares and the heir does not increase
the proportion of its voting rights within this period of
time;
9) if resolution tools have been applied to the company in
accordance with the Law on Recovery of Activities and Resolution
of Credit Institutions and Investment Firms;
10) as a result of application of the methods of legal
protection proceedings of the company;
11) if another person or persons acting in concert directly or
indirectly have a larger proportion of voting rights.
(2) If the circumstances referred to in Paragraph one, Clause
11 of this Section change, in another person or persons acting in
concert decreasing the proportion of their voting rights, the
person or persons acting in concert need not express the
mandatory offer if the proportion of their voting rights becomes
smaller than the proportion of voting rights specified in Section
4, Paragraph one of this Law within six months from the day when
the circumstances referred to in Paragraph one, Clause 11 of this
Section no longer exist.
(3) If a person obtains at least 30 per cent of the voting
rights of the company, in addition to the information referred to
in Section 61.2, Paragraph three of the Financial
Instrument Market Law it shall be indicated in the notification
regarding obtaining of major holding whether the person plans to
use the exemption specified in Paragraph one of this Section from
expression of the mandatory offer.
Section 7. Restrictions in Case of
Non-conformity with the Provisions of the Offer
(1) If the obligation to express a mandatory offer has set in
for a person or persons acting in concert in accordance with that
specified in Section 4 of this Law, they may not exercise the
voting rights obtained directly or indirectly if the mandatory
offer is not expressed in accordance with the procedures provided
for in this Chapter.
(2) The total number of shares with decision-making rights
shall be calculated at the meeting of shareholders by subtracting
the number of the shares which are subject to the prohibition to
exercise the voting rights arising therefrom from the number of
all shares with voting rights.
(3) The decision of the meeting of shareholders which has been
taken through the exercise of voting rights contrary to the
provisions of Paragraph one of this Section shall be void, and no
entries in public registers may be requested on the basis of such
decision.
(4) In examining a case regarding recognition of a decision of
the meeting of shareholders as invalid, a court shall invite the
participation of the Commission so that the latter would provide
an opinion in the case according to its competence and would
represent the rights of shareholders.
(5) A person may resume the exercise of the voting rights
referred to in Paragraph one of this Section after the end of the
offer or the decrease of the proportion of voting rights below
the proportion specified in Section 4, Paragraph one of this Law.
The moment when the offerer has settled accounts for the shares
obtained shall be considered as the moment of the end of the
offer.
Section 8. Remuneration for
Shares
(1) The offerer shall offer a fair remuneration in the
mandatory offer in accordance with the provisions of Sections 9,
10, 11, and 12 of this Law.
(2) Remuneration for shares shall be disbursed in cash. The
offerer may in addition offer other transferable securities as an
alternative for remuneration in cash (hereinafter - the
exchange).
Section 9. Setting of the Share
Price
(1) The share price in the mandatory offer may not be lower
than the highest price for which a person or persons acting in
concert have obtained shares of the company within the last 12
months before the obligation to express a mandatory offer has set
in (hereinafter - the transaction price).
(2) If, within 12 months before the obligation to express a
mandatory offer has set in, there have been no transactions for
the acquisition of shares of the company, shares have been
obtained in a transaction without remuneration or another
transaction in which the price for the acquisition of shares of
the company has not been determined, the share price in the
mandatory offer may not be lower than the weighted average share
price specified in Section 10 of this Law and the share balance
sheet value specified in Section 11 of this Law.
(3) If, within 12 months before the obligation to express a
mandatory offer has set in, the highest transaction price has
been set upon mutual agreement of the buyer (offerer) and the
seller outside a trading site, shares have been obtained as a
result of a market manipulation or the use of inside information
and also other circumstances objectively attesting to the
non-conformity of the highest transaction price with Section 8,
Paragraph one of this Law have been established, the share price
in the mandatory offer may not be lower than the highest
transaction price specified in Paragraph one of this Section, the
weighted average share price specified in Section 10 of this Law,
and the share balance sheet value specified in Section 11 of this
Law.
(4) If the company has shares of different categories, the
price of a buy-back share shall be determined for each category
of shares individually.
(5) If a person or persons acting in concert, from the day of
submitting the documents of the offer until the end of the time
period of the offer which has been determined in accordance with
Section 17 of this Law, enter into a transaction for the
acquisition of shares of the company for a price that is higher
than the price set in the offer, the price of this transaction
shall become the offer price.
(6) If a person or persons acting in concert submit the
documents of the offer to the Commission after the time period
specified in Section 4, Paragraph three of this Law, the period
for setting of the share buy-back price shall be calculated from
the day when the documents of the offer are submitted to the
Commission.
Section 10. Weighted Average Price
of a Share
(1) Automatically matched transactions on a regulated market
or in the multilateral trading facility in which there had been
the largest turnover with a share within the last 12 months
before the obligation to express a mandatory offer has set in
shall be taken into account in the calculation of the weighted
average price of the share. Automatically matched transactions
entered into on a regulated market or in the multilateral trading
facility shall be taken into account in determination of the
turnover of shares. Within the meaning of this Section,
automatically matched transaction is a transaction which is
executed in the trading system of the trading site, using
automatic matching of tasks (process in the trading system of the
trading site in which sales and purchase orders are automatically
matched when the price, amount, and other conditions of the
particular order conform to an opposite order or orders
previously entered in the trading system).
(2) The weighted average price of a share shall not be applied
if, in accordance with Paragraph one of this Section, the
turnover of shares of the company within 12 months before the
obligation to express the mandatory offer has set in is less than
one per cent of the capitalisation of the company. Capitalisation
of the company shall be determined, multiplying the total number
of shares of the company with the price of the last automatically
matched transaction of such shares on the last day of the period
for the calculation of the turnover of shares of the company.
(3) The weighted average price of a share need not be applied
if such circumstances have been established which have
objectively affected the weighted average price of the company
and due to which the weighted average price of the share does not
conform to that specified in Section 8, Paragraph one of this
Law.
Section 11. Share Balance Sheet
Value
(1) The share balance sheet value shall be calculated,
dividing the equity of the company by the total number of shares.
The equity shall be calculated, subtracting the liabilities of
the company from the total assets. In the calculation of the
share balance sheet value, the value of the shares belonging to
the company and indicated in the total assets shall be subtracted
from the total assets and also the number of the shares belonging
to the company shall be subtracted from the total number of
shares.
(2) In the calculation of the share balance sheet value, data
from the last annual statement of the company regarding which an
opinion of a sworn auditor or a commercial company of sworn
auditors with or without objections has been provided shall be
used.
(3) If, after the annual statement referred to in Paragraph
two of this Section, the company has prepared a more up-to-date
audited annual statement which does not conform to the
requirements of Paragraph two of this Section or an interim
report on the first six months of the reporting year, or
financial information on the first three or nine months of the
reporting year, the most up-to-date of them shall be used in the
calculation of the share balance sheet value if, as a result of
such calculation, the balance sheet value of the share exceeds
such balance sheet value of the share which has been set in
accordance with Paragraph two of this Section.
(4) If the company has the obligation to prepare an audited
annual statement, an interim statement on the first six months of
the reporting year, or consolidated financial information on the
first three or nine months of the reporting year, the
consolidated data shall be used in setting of the balance sheet
value of the buy-back share. Non-controlling interests shall not
be taken into account in the calculation of the balance sheet
value of the share. Within the meaning of this Section, the term
"non-controlling interests" shall conform to the term
"non-controlling interest" used in the International Financial
Reporting Standard 10 (IFRS) Consolidated Financial
Statements referred to in Annex to Commission Regulation (EU)
No 1254/2012 of 11 December 2012 amending Regulation (EC) No
1126/2008 adopting certain international accounting standards in
accordance with Regulation (EC) No 1606/2002 of the European
Parliament and of the Council as regards International Financial
Reporting Standard 10, International Financial Reporting Standard
11, International Financial Reporting Standard 12, International
Accounting Standard 27 (2011), and International Accounting
Standard 28 (2011).
(5) If the company has shares of different categories, the
value of the balance sheet value of the buy-back share shall be
calculated according to the rights corroborated in shares to the
receipt of the liquidation quota.
Section 12. Approval of Another
Share Buy-back Price
(1) Upon request of the offerer, the Commission may approve in
the mandatory offer a share buy-back price which is different
from the price set in accordance with Section 9 of this Law if
any of the following circumstances has set in:
1) none of the methods for setting the share buy-back price
referred to in Section 9 of this Law are applicable;
2) there are emergency circumstances which do not depend on
the actions of the offerer and which have resulted in long-term
impact on the share value of the company and the share buy-back
price which has been set in accordance with Section 9 of this Law
does not conform to that provided for in Section 8, Paragraph one
of this Law.
(2) In the case referred to in Paragraph one of this Section,
the offerer shall submit to the Commission a calculation of the
share value prepared by an independent expert in accordance with
the international valuation standards approved by the
International Valuation Standards Council. In the case referred
to in Paragraph one, Clause 2 of this Section, the offerer shall
additionally submit evidence to the Commission regarding
emergency circumstances due to which the share buy-back price is
set notwithstanding the principles of setting share price
included in Section 9 of this Section.
(3) If the Commission concludes that the circumstances
referred to in Paragraph one of this Section for approval of
another share price do not exist, the Commission shall act in
accordance with that specified in Section 25, Paragraph two of
this Law.
Section 13. Rights of a Shareholder
to Request Share Buy-back
(1) If a person or persons acting in concert have reduced the
proportion of voting rights of the company below the proportion
specified in Section 4, Paragraph one of this Law, other
shareholders have the right to request that such person or
persons buy back the shares belonging to them after the
Commission has taken the decision referred to in Section 44,
Paragraph one of this Law (hereinafter in this Section - the
decision).
(2) Buy-back of shares may be requested by a shareholder which
owned the shares on the day when the decision was taken. The
shareholder may request buy-back of shares in such number which
does not exceed the number of shares owned thereby on the day
when the decision was taken. The share buy-back price shall be
determined in accordance with Section 9 of this Law, counting the
period for determination of the price from the day when the
decision was taken.
(3) The shareholder may request buy-back of shares within 18
months from the day when the decision entered into effect.
(4) If the obligation referred to in the decision lies with
persons acting in concert, they shall be solidarily responsible
for the buy-back of shares.
Chapter
III
Other Types of Offer
Section 14. Offer if Shares are
Excluded from a Regulated Market
(1) The meeting of shareholders may take the decision on
exclusion of shares of the company from a regulated market with
at least three quarters of votes of the present shareholders with
voting rights unless a larger number of votes has been specified
in the articles of association.
(2) Concurrently with the decision on exclusion of shares of
the company from a regulated market, the meeting of shareholders
shall approve the person who will express the offer to buy back
shares of the company owned by the shareholders of the company
from them. The person who will express the offer will be approved
by his or her written consent.
(3) The offer shall be expressed in relation to the shares of
the company which are planned to be excluded from a regulated
market. The offerer may also express an offer in relation to
other shares of the company.
(4) A list of such shareholders shall be appended to the
decision on exclusion of shares of the company from a regulated
market which voted for this decision in the meeting of
shareholders. Shareholders which have voted for the exclusion of
shares from a regulated market may not dispose the shares until
expiry of the time period of the offer.
(5) A person who has not voted in the meeting of shareholders
for exclusion of shares of the company from a regulated market
may accept the offer.
(6) An offer may be expressed if the documents to receive a
permit to express an offer have been submitted to the Commission
within 10 working days from the day when the decision of the
meeting of shareholders on exclusion of shares of the company
from a regulated market has been taken. Another time period for
the submission of documents which does not exceed 20 working days
from the day of taking the decision of the meeting of
shareholders may be determined in the meeting of
shareholders.
(7) The share price in the offer may not be less than the
weighted average price of a share specified in Section 10 of this
Law and the share balance sheet value specified in Section 11 of
this Law. The share buy-back price in the offer shall be
determined and approved in accordance with the provisions of
Section 8, Paragraph one, Section 9, Paragraph four, and Sections
10, 11, and 12 of this Law.
(8) The meeting of shareholders may, only in case when the
offer referred to in this Section has been expressed, decide on
reorganisation of the company after which all shares of the
company will be excluded from a regulated market.
(9) Shares of the company shall be excluded from a regulated
market after the end of the offer. A regulated market operator
shall exclude shares from a regulated market on the basis of a
submission of the company.
(10) An offer need not be expressed if, concurrently with the
decision on exclusion of shares from a regulated market, the
meeting of shareholders of the company takes the decision on
inclusion of shares in the multilateral trading facility. In such
case, a shareholder may request that the company buys back shares
in accordance with that specified in Section 41 of this Law.
Section 15. Voluntary Offer
(1) A person may voluntarily express an offer to buy back
shares.
(2) Unless the offerer determines in the prospectus the
maximum number of shares or also a specific category of shares
which it plans to buy back, it is considered that the person
expresses the voluntary offer to all shares of the company.
(3) The minimum number of shares in relation to which the
voluntary offer is expressed may be set in the prospectus. If
shareholders of the company accept the offer in relation to the
number of shares which does not reach the minimum number of
shares indicated in the offer prospectus, the voluntary offer
shall not be in effect.
(4) If shareholders of the company accept a voluntary offer in
relation to such an amount of shares which exceeds the maximum
number of shares indicated in the offer prospectus, the offerer
shall buy back the shares in proportion from all the shareholders
of the company which have accepted the offer. The total number of
the shares bought back may not be less than the maximum number of
shares indicated in the offer prospectus.
Section 16. Competing Offer
(1) A competing offer is a voluntary offer expressed for
shares of the company while another offer in relation to these
shares is in effect.
(2) If a competing offer has been expressed, the time period
of the initial offer may be extended up to the expiry of the time
period of the competing offer.
Chapter
IV
Procedures for Expressing an Offer
Section 17. Time Period of an
Offer
(1) The time period of an offer may not be shorter than 14
days and longer than 70 days, counting from the day of publishing
the prospectus on the website of a regulated market operator.
(2) A shareholder which has accepted the offer may revoke it
not later than three days before expiry of the time period of the
offer.
Section 18. Prohibition against
Hindering the Procedure of a Share Take-over Offer
(1) Members of the supervisory board and executive board of
the company shall act in the interests of the company and they
are prohibited from hindering successful course of an offer.
(2) From the moment when, in accordance with that specified in
Section 20 of this Law, information on the offer is published
until expiry of the time period of the offer, a consent of the
meeting of shareholders shall be necessary for the actions of the
supervisory board and executive board which may hinder successful
course of an offer. Consent shall not be required for seeking of
a competing offer.
(3) Consent of the meeting of shareholders shall be necessary
in relation to decisions of the supervisory board and executive
board which have been taken before the time period referred to in
Paragraph two of this Section and in case if such decisions have
not been enforced, they have not been taken within the scope of
the regular commercial activity of the company, and the
implementation thereof may disrupt the offer.
(4) A notification regarding the meeting of shareholders in
which the provisions of Paragraphs two and three of this Section
are examined shall be declared at least 14 days before such
meeting.
(5) The company is prohibited within the time period of the
offer:
1) to issue new shares;
2) to issue convertible bonds;
3) to change the denomination of the shares of the
company;
4) to join and divide share issues of the company.
Section 19. Non-eligibility of
Disposal of Shares and Restriction of Voting Rights to an
Offer
(1) The company the legal address of which is in Latvia may
provide for the following in the articles of association:
1) the restrictions on disposal of shares specified in the
articles of association of the company, the contracts of the
company and its shareholders and also mutual contracts of
shareholders shall not be applied within the time period of the
offer in relation to the offer;
2) the restrictions on voting rights specified in the articles
of association of the company, the contracts of the company and
its shareholders and also mutual contracts of shareholders shall
not be applied in the meeting of shareholders in which it is
decided upon the matters specified in Section 18, Paragraphs two
and three of this Law;
3) the restrictions referred to in Paragraph one, Clauses 1
and 2 of this Section and also the extraordinary rights specified
in the articles of association of the company for any of the
shareholders to elect members of the supervisory board in the
office or remove them from the office shall not be applied in the
first meeting of shareholders which has been convened upon
request of the offerer in order to decide on election of members
of a new supervisory board or making of amendments to the
articles of association, if after conclusion of the offer the
offerer has at least 75 per cent of the voting rights.
(2) A notification regarding the meeting of shareholders
referred to in Paragraph one, Clause 3 of this Section shall be
announced at least 14 days before this meeting.
(3) The offerer shall disburse a remuneration to the person
whose rights have been restricted in accordance with Paragraph
one of this Section. If parties fail to agree on the amount of
the remuneration, it shall be determined by a court.
(4) The provisions of Paragraph one, Clauses 2 and 3 of this
Section in relation to restrictions on voting rights shall not be
applied to shares for which a corresponding material compensation
is intended.
(5) If the meeting of shareholders has taken the decision on
inclusion of the provisions referred to in Paragraph one of this
Section in the articles of association of the company, the
company shall, without delay, inform thereof the Commission and
the supervisory authorities of such Member States on a regulated
market of which shares of the company have been admitted to
trading.
Section 20. Disclosure of
Information on an Offer
(1) A person who plans to express an offer and has carried out
all activities in order to make the offer executable shall,
without delay, inform the company thereof.
(2) The company shall, without delay, send the information
referred to in Paragraph one of this Section on the planned offer
of the person to the official centralised storage system of
regulated information.
Section 21. Documents to Obtain a
Permit to Express an Offer
(1) In order to obtain a permit to express an offer, the
offerer shall submit the following documents to the
Commission:
1) a prospectus, in addition submitting its electronic version
if the prospectus has been submitted in paper form;
2) a document which certifies registration of the legal person
and includes information on the persons with the right to
represent it if the legal address of the offerer is not
Latvia;
3) a document certifying the sufficiency of resources for the
fulfilment of the liabilities provided for in the offer;
4) a permit of the Competition Council or another State
authority for the acquisition of a specific proportion of shares
or voting rights if obtaining of such permit is necessary in
accordance with other laws and regulations or a certification
provided by the offerer that such permit is not necessary.
(2) If the offer referred to in Section 4 or 14 of this Law or
the voluntary offer referred to in Section 15 of this Law is
expressed and the offerer plans to use the exemption from
expressing an offer referred to in Section 6, Paragraph one,
Clause 1 of this Law, the offerer shall, in addition, submit a
conformity assessment of the offer price.
(3) If an offer has been expressed in a case when shares are
excluded from a regulated market, in addition the offerer shall
submit:
1) an extract from the minutes of the meeting of shareholders
in which shareholders which voted for exclusion of shares from a
regulated market are indicated;
2) a document certifying the right of the offerer to express
an offer.
(4) A document certifying insufficiency of resources is a
written certification addressed to the Commission regarding the
existence of resources or allocation of resources to the offerer
for the fulfilment of liabilities provided for in the offer
issued by a credit institution, investment firm, or an insurance
company which is registered:
1) in Latvia or another Member State;
2) in a foreign country if the Commission has entered into a
cooperation agreement on the exchange of information with the
relevant foreign supervisory authority.
(5) The Commission may request the provision of other
information which is related to the rights or obligations
specified in this Law.
Section 22. Offer Prospectus
In order to ensure shareholders of the company with
information on an offer, the offerer shall prepare a prospectus.
The following shall be indicated in the prospectus:
1) the firm name, registration number, legal address, and
website address of the company;
2) information on the offerer:
a) for a natural person - the given name, surname, personal
identity number or date of birth (if there is no personal
identity number);
b) for a legal person - the firm name, registration number,
legal form, and legal address;
3) the information referred to in Clause 2 of this Section on
persons acting in concert with the offerer or the company;
4) the relationship of the persons acting in concert with the
offerer and, if possible, with the company;
5) the proportion of directly and indirectly obtained voting
rights of the offerer in the company;
6) the proportion of directly or indirectly obtained voting
rights of the persons acting in concert in the company;
7) the type of the offer;
8) the grounds for expressing an offer with the reference to
that specified in Section 4 or 14 of this Law;
9) the shares which are planned to be bought back in the offer
and the International Securities Identification Number (ISIN) of
the shares (if such has been allocated);
10) the minimum and maximum number of shares which the offerer
undertakes to acquire (if such is intended);
11) the buy-back price of one share and the method used for
the setting thereof, except for a voluntary offer;
12) information on transferable securities which are planned
as remuneration for the shares of the company (if such is
intended);
13) information on the procedures and time periods for the
payment and exchange (if such is intended) of the shares of the
company;
14) the time period of the offer;
15) the procedures by and the time period in which
shareholders of the company may accept an offer and revoke the
accepted offer, indicating separately the procedures in relation
to the shares admitted to trading on a regulated market and the
shares not admitted to trading on a regulated market;
16) the intentions of the offerer in relation to further
activity of the company and employment of employees;
17) the intentions of the offerer in relation to further
activity of the offerer, employment of its employees, and change
of the commercial activity site of the offerer and the company if
the offerer is a commercial company;
18) the offered amount of the remuneration to shareholders of
the company the rights of which are restricted in accordance with
that specified in Section 19, Paragraph one, Clause 3 of this
Law, providing information on the way of disbursement of
remunerations and indicating the method used in determination of
the remuneration;
19) information on financing sources of the offer;
20) the legal acts which will govern the contracts entered
into by the offerer and the shareholders of the company in
relation to the offer and information on courts examining mutual
disputes;
21) any significant information directly applicable to the
offer or offerer and considered by the offerer or the Commission
as necessary to be disclosed in a prospectus.
Section 23. Recognition in Latvia of
an Offer Prospectus Approved in Another Member State
(1) If the supervisory authority of another Member State has
approved an offer prospectus, the offerer is entitled to express
an offer on shares admitted to trading on a regulated market in
Latvia without conforming to the procedures laid down in this Law
for obtaining a permit. In such case, the offerer shall prepare a
translation of the prospectus in Latvian and send it to the
regulated market operator which will post it on its website
without delay.
(2) The Commission may request to supplement the prospectus
with information characteristic to a regulated market in
Latvia.
Section 24. Disclosure of
Information on Receipt of Documents of an Offer
(1) After the Commission has received the documents of an
offer, it shall, not later than on the following working day,
post them on its website and notify the regulated market operator
and the company of the information referred to in Section 22,
Clauses 1, 2, 3, 4, 11, 12, and 14 of this Law.
(2) The company shall, without delay, send the information
referred to in Paragraph one of this Section to the official
centralised storage system of regulated information.
(3) The regulated market operator shall, without delay, post
the information referred to in Paragraph one of this Section on
its website.
Section 25. Examination of the
Documents of an Offer and Taking of a Decision
(1) The Commission shall take the decision on permit or
refusal to express an offer within 10 working days after receipt
of all the documents referred to in Section 21 of this Law. If
the price determination method referred to in Section 12 of this
Law is used in the offer, the Commission shall take the decision
within 30 working days.
(2) If all documents have not been submitted to the Commission
or they do not conform to the requirements of the law but
deficiencies can be eliminated, or the information necessary for
taking a decision has not been submitted to the Commission, the
Commission shall not decide on permit or refusal to express an
offer within the time period specified in Paragraph one of this
Section and shall inform in writing the offerer of the
established deficiencies or the information to be submitted and
also the time period for the elimination of deficiencies or
submission of information. The Commission shall decide on permit
or refusal to express an offer within 10 working days after
receipt of all the documents and information requested in
accordance with this Paragraph.
(3) The Commission shall, not later than on the following
working day after taking of a decision, inform the offerer
thereof.
(4) A shareholder of the company which does not agree to the
share buy-back price approved in the offer may, within 18 months
after the end of the offer, request the offerer to reimburse the
difference in price. The court shall examine the case with
participation of the Commission so that it would provide a
statement in the case, according to the competence, and protect
the interests of shareholders.
Section 26. Disclosure of
Information on Permit to Express an Offer
(1) If, in accordance with Section 25, Paragraph one of this
Law, the Commission takes the decision on permit to express an
offer, it shall, without delay, post the prospectus and the
notification on its website and send to the regulated market
operator, the central securities depository in which the shares
of the company have been recorded (hereinafter - the central
securities depository), and also the company. The following shall
be indicated in the notification:
1) the information referred to in Section 22, Clauses 1, 2, 3,
4, 11, 12, and 14 of this Law;
2) the time period of the offer and also the time period when
the results of the offer will be announced and when the offer
will end;
3) the minimum or maximum number of shares which is planned to
be bought back by the offerer if a voluntary offer has been
expressed.
(2) The central securities depository shall, without delay,
send the prospectus to all members of the central securities
depository in whose accounts in the central securities depository
the shares of the company have been recorded.
(3) The company shall, without delay, send the notification
and prospectus referred to in Paragraph one of this Section to
the official centralised storage system of regulated information
and also to the employees of the company or their
representatives.
(4) The regulated market operator shall, without delay, post
the notification and prospectus referred to in Paragraph one of
this Section on its website.
(5) The offerer shall submit the information on the offer to
the central securities depository in the amount and in accordance
with the procedures stipulated thereby.
Section 27. Disclosure of
Information if the Commission Takes the Decision on Refusal to
Express an Offer or Does not Decide on Permit or Refusal to
Express an Offer
(1) The Commission shall post the following information on its
website and notify to the regulated market operator and the
company:
1) that, in accordance with that specified in Section 25,
Paragraph one of this Law, it has taken the decision on refusal
to express an offer;
2) that, in accordance with that specified in Section 25,
Paragraph two of this Law, it has established deficiencies that
can be eliminated and has not taken a decision within the time
period referred to in Section 25, Paragraph one of this Law.
(2) The company shall, without delay, send the information
referred to in Paragraph one of this Section to the official
centralised storage system of regulated information.
(3) The regulated market operator shall, without delay, post
the information referred to in Paragraph one of this Section on
its website.
Section 28. Opinion of the Company
on an Offer
(1) The executive board of the company shall, within 10 days
after a prospectus regarding expressing an offer has been
published on the website of the regulated market operator, send
an opinion on the offer to the official centralised storage
system of regulated information and the regulated market
operator, providing a special explanation regarding the impact of
the offer on that specified in Section 22, Clauses 16 and 17 of
this Law. The regulated market operator shall post the
information on the opinion of the executive board of the company
on its website.
(2) The executive board of the company shall, prior to making
public its opinion, ascertain the opinion of employees of the
company or their representatives on the possible impact of the
offer on employment.
(3) If employees of the company or their representatives
submit a separate opinion until making public of the opinion of
the executive board, the executive board of the company shall
append this opinion to the prepared opinion thereof.
Section 29. Procedures for Amending
the Provisions of an Offer
(1) If there are at least five working days until the end of
the time period of the offer, the offerer has the right:
1) to extend the time period of the offer without exceeding
the limitation on the time period specified in Section 17 of this
Law;
2) to amend the provisions of the offer which do not
deteriorate the condition of other shareholders of the company
and do not cause a less advantageous condition for the
shareholders who have already accepted the offer.
(2) In order to amend the provisions of the offer, the offerer
shall submit amendments to the offer and the new wording of the
prospectus to the Commission. If the offerer increases the share
price, it shall also submit a certification regarding sufficiency
of resources.
(3) The Commission shall, within three working days after
receipt of amendments to the offer prospectus, take the decision
to grant permit or refusal to amend the provisions of the
offer.
(4) Information on amending the provisions of the offer shall
be disclosed in accordance with the procedures laid down in
Section 26 of this Law, indicating the essence of amendments in
the notification.
Section 30. Procedures for
Cancelling an Offer
(1) The Commission may cancel an offer until the end of the
time period of the offer if it establishes offences committed by
the offerer which significantly infringe the interests of
shareholders of the company.
(2) Information on cancelling the offer shall be disclosed in
accordance with the procedures laid down in Section 26 of this
Law, indicating in the notification the reasons for the
cancellation of the offer.
Section 31. Disposal of Shares in
Favour of the Person Expressing an Offer
(1) Buy-back or exchange of shares shall be performed within
five working days after the end of the time period of the
offer.
(2) Buy-back or exchange of the shares admitted to trading on
a regulated market shall be performed according to the procedures
stipulated by the central securities depository.
(3) Shares shall be transferred from the account of the person
disposing the shares after the whole amount of money necessary
for buy-back or exchange or transferable securities have been
transferred to the money or financial instrument account
indicated by the central securities depository.
(4) Payment for or exchange of such shares which have not been
admitted to trading on a regulated market shall be made according
to the procedures specified in the offer prospectus. Amendments
to the register of shareholders of the company shall be made
after the end of the offer on the basis of the document
certifying payment for shares.
Section 32. Reporting on the Results
of an Offer
(1) On the basis of the information provided by the central
securities depository, the offerer shall, within five working
days after the end of the time period of the offer, submit a
report on the results of the offer to the Commission, the
regulated market operator, and the company. The following shall
be indicated in the report:
1) the information referred to in Section 22, Clauses 1 and 2
of this Law;
2) the number of shares offered for sale;
3) the total number of shares and the proportion of voting
rights which will be at the disposal of the offerer after the end
of the offer.
(2) If shareholders of the company have accepted the voluntary
offer at an amount of shares which exceeds the maximum number of
shares which the offerer has intended to buy back, as indicated
in the offer prospectus, the offerer shall also indicate the
coefficient of the proportional distribution in addition to the
information referred to in Paragraph one of this Section.
(3) The company shall, without delay, send the report to the
official centralised storage system of regulated information.
(4) The regulated market operator and the Commission shall,
without delay, post the report on their website.
Chapter V
Final Share Buy-back and Request of a Shareholder to Buy Back
Shares
Section 33. Final Share Buy-back
(1) A person who has directly or indirectly obtained at least
90 per cent of the voting rights of the company may buy back
shares of the company belonging to other shareholders from them
without consent of the abovementioned shareholders. Such buy-back
of shares shall be considered to be a final share buy-back.
(2) If a person has obtained at least 90 per cent of the
voting rights of the company in the mandatory offer and performs
the final share buy-back within three months from the end of the
time period of the mandatory offer referred to in Section 17 of
this Law, shares may be bought back for the price that had been
set in the mandatory offer.
(3) If a person has obtained at least 90 per cent of the
voting rights of the company in the voluntary offer and performs
the final share buy-back within three months from the end of the
time period of the voluntary offer referred to in Section 17 of
this Law, shares may be bought back for the price that had been
set in the voluntary offer. The share buy-back price set in this
offer shall be applied if it was offered to buy back all shares
of the company in the voluntary offer and the person obtains at
least 90 per cent of the shares included in the offer.
(4) If a person has not obtained at least 90 per cent of the
voting rights of the company in the offers referred to in
Paragraphs two and three of this Section or performs the final
share buy-back after the time period specified in Paragraph two
or three of this Section, the share buy-back price in the final
share buy-back shall not be less than the highest transaction
price specified in Section 9, Paragraph one of this Law, the
weighted average price of a share specified in Section 10 of this
Law, and the share balance sheet value specified in Section 11 of
this Law. The share price shall be set in accordance with that
specified in Section 8, Paragraph one, Section 9, Paragraph four,
and Sections 10 and 11 of this Law. The period for setting the
share price shall be calculated from the day when documents for
obtaining a permit are submitted to the Commission.
(5) The entry date of the final share buy-back shall be the
tenth working day after publishing the final share buy-back
prospectus on the website of the regulated market operator.
(6) A person may not exercise the rights referred to in this
Section if at least 90 per cent of the voting rights of the
company have been directly or indirectly obtained at the moment
when the shares of the company are admitted to trading on a
regulated market.
(7) After the final share buy-back, the regulated market
operator shall, on the basis of a submission of the company, take
the decision on exclusion of shares of the company from the
regulated market.
Section 34. Documents to Receive a
Permit for Performing the Final Share Buy-back
(1) A person who wishes to perform the final share buy-back
shall submit the following to the Commission:
1) the documents referred to in Section 21, Paragraphs one and
two of this Law;
2) the documents certifying its right to perform the final
share buy-back in accordance with Section 33 of this Law.
(2) The final share buy-back offer prospectus shall include at
least the information referred to in Section 22, Clauses 1, 2, 5,
9, 11, and 13 of this Law.
Section 35. Disclosure of
Information on Receipt of Documents of the Final Share
Buy-back
(1) After documents have been submitted to the Commission to
obtain a permit for performing the final share buy-back, it
shall, not later than on the following working day, post it on
its website and notify the regulated market operator and the
company of the information referred to in Section 22, Clauses 1,
2, 11, and 13 of this Law.
(2) The company shall, without delay, send the information
referred to in Paragraph one of this Section to the official
centralised storage system of regulated information. If the final
share buy-back applies to shares not admitted to trading on a
regulated market, the company shall, without delay in a way
provided for the notification regarding convening of a meeting of
shareholders, forward the information referred to in Paragraph
one of this Section to the shareholders which own the shares not
admitted to trading on a regulated market.
(3) The regulated market operator shall, without delay, post
the information referred to in Paragraph one of this Section on
its website.
Section 36. Examination of Documents
of a Final Share Buy-back
(1) The Commission shall examine the documents of the final
share buy-back and take a decision in accordance with the
procedures and within the time period referred to in Section 25
of this Law.
(2) A shareholder of the company which does not agree to the
share buy-back price approved in the final share buy-back may,
within 18 months after the end of the final share buy-back,
request the person which performed the final share buy-back to
reimburse the price difference. The court shall examine the case
with participation of the Commission so that it would provide a
statement in the case, according to the competence, and protect
the interests of shareholders.
Section 37. Disclosure of
Information on the Decision Taken
(1) Information on the decision taken by the Commission shall
be disclosed in accordance with the procedures referred to in
Sections 26 and 27 of this Law.
(2) If the Commission takes the decision on permit to perform
the final share buy-back, it shall indicate the information
referred to in Section 22, Clauses 1, 2, 11, and 13 of this Law
in its notification and also in addition it shall post the
decision on its website and send to the regulated market
operator, the central securities depository, and the company.
Section 38. Procedures for Amending
and Cancelling the Provisions for the Final Share Buy-back
(1) If there are at least five working days until the entry
date of the final share buy-back, the person which performs the
final share buy-back may amend the provisions for the final share
buy-back if it does not deteriorate the condition of other
shareholders of the company. The provisions of Section 29 of this
Law shall be applied to amending the provisions for the final
share buy-back.
(2) The provisions of Section 30 of this Law shall be applied
to the cancellation of the final share buy-back.
Section 39. Disposal of Shares in
Favour of a Person who Performs the Final Share Buy-back
(1) On the following working day after the entry date of the
final share buy-back, the person who performs the final share
buy-back shall transfer the financial resources necessary for the
share buy-back to the money account of the central securities
depository.
(2) Buy-back of the shares admitted to trading on a regulated
market shall be performed according to the procedures stipulated
by the central securities depository.
(3) Remuneration for those shareholders the shares of which,
at the end of the settlement day of the entry date of the final
share buy-back, are in the initial register of central securities
depository, shall be transferred to the money account of the
initial register of central securities depository.
(4) Payment for such shares which have not been admitted to
trading on a regulated market shall be made according to the
procedures specified in the offer prospectus. Amendments to the
register of shareholders of the company shall be made after the
end of the final share buy-back on the basis of documents
certifying payment for shares. The final share buy-back shall end
when the offerer has settled accounts for the shares
obtained.
Section 40. Request of a Shareholder
for the Controlling Person to Buy Back Shares
(1) If a person has directly or indirectly obtained at least
90 per cent of the voting rights of the company, each of other
shareholders of the company may request that this person buys
back the shares belonging to it.
(2) If the shareholder requests buy-back of shares within
three months from the end of the time period of the offer
referred to in Section 17 of this Law, the share buy-back price
shall be determined in accordance with that specified in Section
33, Paragraphs two and three of this Law. In other cases the
share buy-back price may not be less than the highest transaction
price specified in Section 9, Paragraph one of this Law, the
weighted average share price specified in Section 10 of this Law,
and the share balance sheet value specified in Section 11 of this
Law. The share price shall be set in accordance with that
specified in Section 8, Paragraph one, Section 9, Paragraph four,
and Sections 10 and 11 of this Law. The period for setting the
share price shall be calculated from the day of expressing the
request.
(3) If a person has not notified of obtaining 90 per cent of
the voting rights in accordance with the procedures laid down in
the Financial Instrument Market Law, shareholders of the company
may request buy-back of shares for the price which was the
highest price in the period when submission of the notification
regarding obtaining of 90 per cent of the voting rights was
missed.
(4) A shareholder may not implement the rights referred to in
this Section if:
1) legal protection proceedings have been initiated or
insolvency proceedings have been declared for the company;
2) at least 90 per cent of the voting rights of the company
have been directly or indirectly obtained at the moment when the
shares of the company are admitted to trading on a regulated
market.
(5) The person referred to in Paragraph one of this Section
shall settle accounts with a shareholder within a month from the
day of receipt of the request.
Section 41. Request of a Shareholder
for the Company to Buy Back Shares if the Meeting of Shareholders
Takes the Decision to Exclude Shares from a Regulated Market and
to Include Them in the Multilateral Trading Facility
(1) If the meeting of shareholders decides on exclusion of
shares from a regulated market, the executive board shall provide
information thereto on the multilateral trading facility in which
it is planned to include shares, the share buy-back price, and
the procedures for ensuring the rights of shareholders referred
to in Paragraph five of this Section and also shall provide a
certification regarding:
1) the agreement of the company with the operator of the
multilateral trading facility on inclusion of shares in the
multilateral trading facility;
2) financial resources for ensuring the rights of shareholders
referred to in Paragraph five of this Section.
(2) A list of such shareholders shall be appended to the
decision on exclusion of shares of the company from a regulated
market which have voted in the meeting of shareholders against
exclusion of shares from a regulated market and the number of
shares owned by each of these shareholders shall be
indicated.
(3) After the meeting of shareholders has taken the decision
on exclusion of shares from a regulated market, the company
shall, without delay, send the information referred to in the
introductory part of Paragraph one of this Section to the
official centralised storage system of regulated information and
the regulated market operator and also shall, within 10 working
days, submit the information referred to in Paragraphs one, two,
and five of this Section to the Commission and the regulated
market operator. The regulated market operator shall, without
delay, post the information referred to in the introductory part
of Paragraph one of this Section on its website.
(4) If the meeting of shareholders takes the decision referred
to in Paragraph one of this Section, a shareholder may, within
three months after taking of the decision, request that the
company buys back the shares belonging to it which are planned to
be excluded from a regulated market.
(5) A shareholder may request buy-back of shares in such
amount which does not exceed the number of shares with which the
shareholder has voted in accordance with Paragraph two of this
Section when deciding on exclusion of shares from a regulated
market. The share price may not be less than the weighted average
share price specified in Section 10 of this Law and the share
balance sheet value specified in Section 11 of this Law. The
share price shall be set in accordance with that specified in
Section 8, Paragraph one, Section 9, Paragraph four, and Sections
10 and 11 of this Law. The period for setting the share price
shall be calculated from the day of taking the decision referred
to in Paragraph one of this Section.
(6) The company shall settle accounts with shareholders within
five working days after the end of the time period referred to in
Paragraph four of this Section. After settling of accounts, the
company shall inform the Commission and the regulated market
operator of shareholders which have requested buy-back of shares
from the company and shall submit a certification regarding
settlement of accounts with these shareholders.
(7) The regulated market operator shall, after the end of the
time period referred to in Paragraph four of this Section and
settlement of accounts, exclude shares from a regulated market on
the basis of a submission of the company.
Section 42. Request of a Shareholder
for the Company to Buy Back Shares if They are Excluded from a
Regulated Market in Accordance with the Decision of the
Commission or the Regulated Market Operator
(1) If, for the violations of laws and regulations, the
Commission takes the decision to exclude shares from a regulated
market in accordance with the Financial Instrument Market Law or
the regulated market operator takes the decision to exclude
shares from a regulated market according to the provisions of the
regulated market operator, a shareholder may request that the
company buys back the shares owned thereby which have been
excluded from a regulated market.
(2) A shareholder may request buy-back of shares in such
number which does not exceed the number of shares owned thereby
on the day when the decision referred to in Paragraph one of this
Section was taken. The share price may not be less than the
weighted average share price specified in Section 10 of this Law
and the share balance sheet value specified in Section 11 of this
Law. The share price shall be set in accordance with that
specified in Section 8, Paragraph one, Section 9, Paragraph four,
and Sections 10 and 11 of this Law. The period for setting the
share price shall be calculated from the day of taking the
decision referred to in Paragraph one of this Section.
(3) A shareholder may exercise the right to request share
buy-back within three months from the day of taking the decision
referred to in Paragraph one of this Section. The shareholder
referred to in Section 4, Paragraph one of this Law does not have
the right to request share buy-back.
(4) The company shall, after the end of the time period
referred to in Paragraph three of this Section, settle accounts
concurrently with all shareholders which have requested share
buy-back from the company. The company shall settle accounts
within five working days after the end of the time period
referred to in Paragraph three of this Section.
(5) The rights provided for in this Section to request share
buy-back shall not restrict the rights of shareholders to request
reimbursement of losses.
Chapter
VI
Supervision
Section 43. Institution Responsible
for Supervision
(1) The fulfilment of the requirements of this Law shall be
supervised by the Commission.
(2) If shares of the company are concurrently admitted to
trading on regulated markets in several Member States, the
company shall determine the supervisory authority of which Member
State will supervise the offer. The company shall notify the
Commission and the regulated market operators of its choice on
the first day when shares are admitted to trading on regulated
markets of Member States.
(3) The Commission shall post the information referred to in
Paragraph two of this Section on its website.
Section 44. Decision of the
Commission on the Obligation to Express an Offer
(1) If the Commission takes a decision by which it establishes
that a person or persons acting in concert have the obligation to
express a mandatory offer, the abovementioned person or persons
acting in concert shall express a mandatory offer within the time
period stipulated by the Commission which does not exceed three
months from the day of entering into effect of the decision.
(2) If the Commission takes the decision referred to in
Paragraph one of this Section, it shall, without delay, post on
its website and send to the company and also the regulated market
operator the notification indicating the person or persons for
whom the obligation to express a mandatory offer has set in and
the highest known price for which the person or persons acting in
concert have obtained shares of the company within the last 12
months before taking of the decision.
Section 45. Contesting and Appeal of
a Decision of the Commission
(1) A decision of the Commission which has been issued in
accordance with this Law may be appealed to the Administrative
Regional Court. The court shall examine the case as the court of
first instance. The case shall be reviewed in the composition of
three judges. A judgement of the Administrative Regional Court
may be appealed by submitting a cassation complaint.
(2) Contesting or appeal of the decision of the Commission
referred to in Section 25, Paragraph one of this Law on permit or
refusal to express an offer shall not suspend the operation of
such decision.
(3) It shall, without delay, post the information on appeal of
the decision of the Commission on its website and send to the
company, the regulated market operator, and the central
securities depository if appeal of the decision applies to an
offer already expressed.
(4) The regulated market operator shall, without delay, post
the information referred to in Paragraph three of this Section on
its website, the company shall, without delay, send it to the
official centralised storage system of regulated information, but
the central securities depository shall, without delay, send it
to all members of the central securities depository in the
accounts of which with the central securities depository shares
of the company have been recorded.
Section 46. Statute of
Limitation
(1) The Commission is entitled to initiate a case not later
than within five years from the day of committing the offence,
but if the offence is continuous - from the day of ending the
offence.
(2) Counting of the statute of limitation for the initiation
of a case specified in Paragraph one of this Section shall be
stopped from the day of when the proceedings have been
initiated.
(3) The Commission may take the decision on imposition of the
sanctions specified in this Law within two years from the day
when the case has been initiated.
(4) Due to objective reasons, including if the case requires a
protracted determination of facts, the Commission, by taking a
decision, may extend the time period for taking of a decision
specified in Paragraph three of this Section for a time period
not exceeding three years from the day when the proceedings have
been initiated. The decision on extending the time period shall
not be subject to appeal.
(5) The Commission shall terminate the case if the decision on
imposing the sanctions has not been taken within the time period
specified in Paragraph three or four of this Section.
Chapter
VII
Liability
Section 47. Types of Sanctions
The Commission may impose the following sanctions for the
violations of this Law:
1) a public notice;
2) a warning;
3) a fine.
Section 48. Imposing of
Sanctions
(1) If a person who has the obligation to express an offer in
accordance with Section 4 of this Law fails to express it in
accordance with specific procedures, the Commission may impose a
fine of up to EUR 700 000 on the person.
(2) For other violations of this Law, the Commission may
impose a public notice, warning, or fine of up to EUR 100 000 on
the person responsible for the violation.
(3) In taking the decision to impose sanctions on the persons
responsible for the violation and on the amount of a fine, the
Commission shall take into account the circumstances referred to
in the Law on the Financial and Capital Market Commission and
also the measures taken by the person responsible for the
violation to prevent the recurrence of the violation and to
mitigate the possible systemic consequences of the violation and
the extent of the damage caused to third parties thereby and also
shall assess the proportionality, effectiveness, and deterrent
nature of the applicable sanctions.
(4) The fine shall be transferred into the State budget.
Section 49. Disclosure of
Information on Imposing of Sanctions
(1) The Commission shall post the information on the imposed
sanction on its website, indicating information on the person and
the offence committed thereby, and also on contesting of the
decision taken by the Commission and the ruling made.
(2) If, after prior assessment, the Commission finds that the
disclosure of data of such person on whom a sanction has been
imposed is not commensurate or the disclosure of such data can
endanger the stability of the financial market, examination of
the relevant administrative case, or the course of the commenced
criminal proceedings, the Commission is entitled to take one of
the following actions:
1) to suspend publishing of the information referred to in
Paragraph one of this Section on the sanctions imposed on the
person until the moment when circumstances for suspending the
publishing cease to exist;
2) to publish the information referred to in Paragraph one of
this Section without identifying the person;
3) to not publish the information referred to in Paragraph one
of this Section.
(3) The information posted on the website of the Commission on
the offence shall be available for five years from the day of
posting thereof.
Transitional
Provisions
1. If a person or persons acting in concert acquire 30 per
cent of shares of the company as a result of inheritance until
the day of coming into force of this Law, the mandatory offer
need not be expressed for two years from the day when the
inherited shares have been recorded in the account of financial
instruments or registered with the register of shareholders.
2. In relation to a person or persons acting in concert which,
until 29 June 2016, have directly or indirectly obtained at least
30 per cent of the voting rights of the company but do not reach
50 per cent of the voting rights of the company, that specified
in Section 4, Paragraph one of this Law shall apply from the day
when they increase their holding above the level of holding
obtained until 29 June 2016.
3. A shareholder may exercise the rights referred to in
Section 12 of this Law if the decision of the Commission in which
it establishes that the person has the obligation to express the
mandatory share take-over offer in accordance with that specified
in Section 4, Paragraph one of this Law has been issued not
earlier than on 4 October 2017.
Informative
Reference to European Union Directives
This Law contains norms arising from:
1) Directive 2004/25/EC of the European Parliament and of the
Council of 21 April 2004 on takeover bids;
2) Directive 2014/59/EU of the European Parliament and of the
Council of 15 May 2014 establishing a framework for the recovery
and resolution of credit institutions and investment firms and
amending Council Directive 82/891/EEC, and Directives 2001/24/EC,
2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU,
2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and
(EU) No 648/2012, of the European Parliament and of the
Council.
The Law has been adopted by the Saeima on 31 March
2022.
President E. Levits
Rīga, 19 April 2022
1The Parliament of the Republic of
Latvia
Translation © 2023 Valsts valodas centrs (State
Language Centre)
