• ESP GVT issued draft RD to amend RD 1066/2007 on regime of public offers (OPAs) for acquisition of securities, to extend its application to multilateral trading systems (MTS).
• Follows ESP GVT March 2023 published Law 6/2023 on securities markets.

Overview

• RD to include MTS in scope of application and set out legal regime for takeover bids for companies listed on them and for voluntary exclusions from trading in said systems.
• The specificities necessary to adapt the takeover bid regime to the characteristics of companies listed on MTS are thus developed.

Context

• Law 6/2023 transposed Dir 2004/25 on takeover bids, as already did RLD 4/2015 and RD 1066/2007 develops the provisions of the cited law on takeover bids.
• Although regulations included in new law, in terms of takeover bids, continue those in art 109 of Law 6/2023, they expand scope of application of takeover bids, voluntary exclusions from trading to multilateral trading systems, enable development by RD.
• So need to amend RD 1066/2007 per legal mandate, include within its scope MTS.
• As well as to set the legal regime of takeover bids on companies listed on said systems and voluntary exclusions from trading in those systems.

Scope

• New chapter 12 (arts 51-56) develops specificities necessary to adapt takeover bid rules to characteristics of companies listed on MTSs; adjusts general regime, applicable by default, in what not regulated in the chapter, to takeover bids on MTSs.
• Takeover bid regime for MTS brings increase in protection for minority shareholders with respect to the current situation, where there is no applicable regulatory regime.
• All requirements introduced, though modulated with respect to those required in regulated market, are new for MTSs and relevant as imposition of overly burdensome conditions could discourage listing on these markets; further details provided.
• The RD has 2 transitional rules, one establishes that the RD will only apply to takeover bids announced after its entry into force i.e. 20 days after official publication.
• The other sets period of 6 months to implement special register of independent experts created by market operators, states that in this period those independent experts who participated in valuation in OPAs authorized by CNMV may prepare valuation reports.

Effectiveness

• Consultation closes on 17 January 2025, comments (by email) must use form provided.
• The RD is set to enter into force 20 days after its official publication.