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01 August 2012
Public takeovers in Albania are regulated by Law 10236/2010. The law applies to publicly declared offers to obtain ownership of securities issued by a public company in exchange for cash or other considerations. It lays out rules relating to the conditions and procedures for taking control of public joint stock companies eligible to participate in a public takeover. The law provides no restrictions with respect to the nationality of such companies. Hence, not only Albanian companies, but also foreign companies, are eligible to participate in a public takeover, as long as they are listed and admitted to trade on Albania's organised securities market. However, offers relating to securities issued by companies dealing with the collective investment of capital, as well as securities issued by the Bank of Albania, are exempt from the law's scope of application.
The takeover of a public company is initiated by a third party interested in owning securities in the target. The offeror can be either a natural or legal person. Pursuant to the law, the offer to take control of the target is addressed to all shareholders and for all shares. Control is granted through ownership of 30% or more of the voting rights in the target. This position of control does not affect the other security holders, whose protection is guaranteed. Nevertheless, when an offer that would result in a situation of control triggers the obligation to notify the Financial Supervisory Authority (FSA), the FSA's prior approval of the offer and the offer document is required. The offer document provides essential information with respect to the offer - in particular, whether the offeror already holds securities in the target. On approval, the offer and the offer document are made public through the National Registration Centre. The timeframe for the target to approve the offer is between three and 10 weeks from publication of the offer document.
In the event that an offeror (solely or together with other persons) acquires securities in a target that, when combined with previously owned securities, results in control over the target, it is obliged to make an offer to the owners of the remaining securities. However, if this acquisition of shares does not amount to control of the target, then the offeror need not make an offer and is obliged only to notify the FSA within 10 days.
If the offeror obtains control of at least 90% of the capital and the voting rights of the company, then within three months from termination of the term provided for the offer's approval, it must request that the remaining shareholders sell their shares, on condition that such an intention was mentioned in the offer document. In the same scenario, the remaining shareholders have the right to request the purchase of their shares.
Finally, the law can be applied in an international dimension – for example, when the joint stock company is registered in Albania and operates in a stock market abroad or the vice versa. In the latter case, although registered abroad, if the company is listed on the stock market in Albania (with some exceptions) most procedural provisions of the law remain applicable. The law also attributes an important role to the rights of employees with respect to their protection and their inclusion in the decision-making process.
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