Regulation No. 13 of 22.12.2003 on the Public Offer for the Purchase and Exchange of Shares

REGULATION No. 13 of 22.12.2003 on the Public Offer for the Purchase and Exchange of Shares Pub. - State Gazette, No. 4 of 16.01.2004; amended and supplemented, No. 109 of 14.12.2004; amended and supplemented, No. 101 of 15.12.2006; amended, No. 82 of 12.10.2007; amended and supplemented, No. 13 of 17.02.2009; amended and supplemented, No. 83 of 17.10.2017; amended and supplemented, No. 84 of 21.10.2022; amended, No. 65 of 08.08.2025, effective from 08.08.2025. Adopted by Decision No. 13-N of 22.XII.2003 of the Financial Supervision Commission

Chapter One
GENERAL PROVISIONS
Art. 1. (Amended - SG, No. 13 of 2009; amended, No. 83 of 2017.) This Regulation regulates:

1. (Amended - SG, No. 83 of 2017.) the procedure for conducting a public offer for the purchase and/or exchange of shares with voting rights in the general meeting of a public company in accordance with Chapter Eleven, Section II of the Public Offering of Securities Act (POSA);
2. the exemptions from the obligation to register and/or publish a public offer;
3. the conditions and procedure for conducting a competing public offer;
4. the content of the public offer;
5. the conditions and procedure for withdrawing a public offer;
6. the disclosure requirements for the public offer.
7. (New - SG, No. 13 of 2009.) the conditions and procedure for exercising the rights under Art. 157a and 157b of POSA.

Art. 2. (1) A public offer is a public proposal for the purchase and/or exchange of shares with voting rights issued by a public company - the target of the public offer, conducted under the conditions and procedure of POSA and this Regulation.
(2) A public offer for the exchange of shares must necessarily include an alternative option to purchase the shares with voting rights issued by the public company - the target of the public offer.
(3) The public offer is addressed to all remaining shareholders with voting rights in the public company - the target of the public offer, excluding the offeror, persons connected with it and/or persons through whom the offeror indirectly holds shares pursuant to Art. 149, para. 2 of POSA, including when a competing offeror makes a public offer to acquire a portion of the shares with voting rights and purchases or exchanges them proportionally from the shareholders with voting rights.

Art. 3. (Amended - SG, No. 13 of 2009.) (1) The public offer is conducted in accordance with the principles established in Art. 150, para. 1 of POSA.
(2) (Repealed - SG, No. 13 of 2009.).

Art. 4. (Amended and supplemented - SG, No. 13 of 2009; amended, No. 83 of 2017.) (1) The price offered by the competing offeror, or the respective exchange value for one share issued by the public company - the target of the public offer, must be the same for all remaining shareholders and must meet the requirements of Art. 150, paras. 7 and 8 of POSA. (2) (Amended - SG, No. 13 of 2009; repealed, No. 83 of 2017.). (3) (Supplemented - SG, No. 13 of 2009; repealed, No. 83 of 2017.).

Art. 5. (1) In case the interests of shareholders are endangered or if this is necessary in light of the principles of Art. 150, para. 1 of POSA, the Deputy Chairman of the Financial Supervision Commission, heading the "Supervision of Investment Activity" Directorate, hereinafter referred to as the "Deputy Chairman", or respectively the Financial Supervision Commission, hereinafter referred to as the "Commission", may suspend trading in the shares of the public company - the target of the public offer. (2) The power under para. 1 may also be exercised with respect to other securities, regarding which the public offer could have an influence.

Art. 5a. (New - SG, No. 13 of 2009; repealed, No. 83 of 2017.).

Chapter Two
PROCEDURE FOR CONDUCTING A PUBLIC OFFER
(Heading amended - SG, No. 83 of 2017.)
Section I
Obligation to Make a Public Offer
Art. 6. (Amended - SG, No. 83 of 2017.) The obligation to make a public offer arises when the conditions specified in Art. 149, paras. 1, 6 and 8 of POSA are met.

Art. 7. (Amended - SG, No. 83 of 2017.) (1) The obligation under Art. 6 arises for the person who:

1. holds in their own name shares with voting rights in the public company and/or for whose account the shares are held in the cases under Art. 149, para. 2, item 2 of POSA;
2. holds the largest number of the total number of votes in cases of acquisition through connected persons, as well as in the cases under Art. 149, para. 2, item 1 of POSA, including together with the shares with voting rights held under item 1.
   (2) (Repealed - SG, No. 83 of 2017.).

Art. 8. (Amended - SG, No. 83 of 2017; amended and supplemented, No. 84 of 2022.) (1) The obligation under Art. 6 is fulfilled within a 14-day period from:

1. (amended and supplemented - SG, No. 84 of 2022.) the registration of the acquisition in the cases under Art. 7, para. 1, item 1 in the central depository of securities, where the issuance of shares that are the subject of the public offer is registered;
2. the emergence of the connection, respectively the occurrence of circumstances leading to a change in the number of held votes or the conclusion of the agreement - in the cases under Art. 7, para. 1, item 2.
   (2) The obligation under Art. 6 is fulfilled within a one-month period from:
3. (amended - SG, No. 83 of 2017.) the acceptance of the inheritance - if as a result thereof an obligation to make a public offer arises pursuant to Art. 6;
4. (amended - SG, No. 83 of 2017.) the registration in the commercial register of the decision on transformation under Chapter Sixteen of the Commerce Act - if as a result thereof an obligation to make a public offer arises pursuant to Art. 6;
5. (amended - SG, No. 83 of 2017; amended and supplemented, No. 84 of 2022.) the registration of the acquisition of shares in the central depository of securities, where the issuance of shares that are the subject of the public offer is registered - when the emergence of the obligation to make a public offer pursuant to Art. 6 results from the transfer by the company of acquired own shares pursuant to Art. 187a of the Commerce Act;
6. (amended - SG, No. 83 of 2017.) the registration in the commercial register of the reduction of the company's capital under Art. 200, item 2 of the Commerce Act - when the emergence of the obligation to make a public offer pursuant to Art. 6 results from the cancellation of shares.

Art. 9. Until the publication of the public offer pursuant to Art. 154 of POSA, respectively until the transfer of the shares, the persons under Art. 6 have no right to exercise their voting right in the general meeting of the public company on all shares held by them.

Art. 10. (Repealed - SG, No. 83 of 2017.).

Art. 11. (Amended and supplemented, No. 109 of 2004; amended and supplemented, No. 13 of 2009; repealed, No. 83 of 2017.).

Art. 12. (Supplemented - SG, No. 109 of 2004; amended, No. 13 of 2009; repealed, No. 83 of 2017.).

Art. 13. (Repealed - SG, No. 83 of 2017.).

Section II
Right to Make a Public Offer
Art. 14. (Amended - SG, No. 109 of 2004; amended, No. 83 of 2017.) (1) A person who acquires directly, through connected persons and/or indirectly pursuant to Art. 149, para. 2 of POSA more than 90 percent of the votes in the general meeting of a public company has the right within 14 days from the acquisition to register with the Commission pursuant to Art. 151 of POSA a public offer for the purchase of all remaining shares with voting rights in the general meeting of the public company. Articles 7 and 8 apply accordingly. (2) A person who as a result of privatization under Art. 32, para. 1, item 1 of the Privatization and Post-Privatization Control of State Participation Act under 50 percent of the capital acquires directly, through connected persons and/or indirectly pursuant to Art. 149, para. 2 of POSA under 90 percent, but not less than 2/3 of the votes in the general meeting of the company, may make a public offer under para. 1, in which case the required majority under Art. 119, para. 1, item 3 of POSA is 3/4. (3) The public offer under para. 2 may be made no earlier than 12 months after the completion of the sale, respectively after the acquisition of 2/3 of the votes. (4) (Amended - SG, No. 109 of 2004; amended, No. 83 of 2017.) If a person under Art. 6 acquires simultaneously or within the 14-day period directly, through connected persons and/or indirectly pursuant to Art. 149, para. 2 of POSA more than 90 % of the votes, they fulfill their obligation under Art. 6, and may also exercise their right under para. 1 by registering one public offer.

Art. 15. (Amended - SG, No. 83 of 2017; amended and supplemented, No. 84 of 2022.) (1) (Amended - SG, No. 83 of 2017; amended, No. 84 of 2022.) If within 14 days from the acquisition the person under Art. 14, para. 1 does not register a public offer, they are obliged to notify the shareholders, the regulated market and the Commission of their intention to register a public offer at least 3 months in advance. Shareholders are notified through publication in one central daily newspaper or on the internet page of an information agency or another media outlet that can ensure effective dissemination of regulated information to the public in all member states. The notification is sent to the Commission and the regulated market by the end of the day following the day of publication of the preceding sentence. (2) The notification under para. 1 contains the following information:

1. (amended and supplemented - SG, No. 84 of 2022.) the name or company name, seat and address, as well as electronic mail (e-mail) of the person;
2. the name, seat and address of the management of the public company - the target of the public offer;
3. the date on which the public offer will be registered;
4. the intentions of the offeror regarding the future activities of the public company - the target of the public offer, as well as whether they intend to request the delisting of the company from the register under Art. 30, para. 1, item 3 of the Act on the Financial Supervision Commission (AFSC).
   (3) The person under Art. 14, para. 1 immediately notifies the shareholders, the regulated market and the Commission under para. 1, in case the intention for the public offer lapses, including the reasons for this.
   (4) (Repealed - SG, No. 83 of 2017.).

Art. 16. A person who holds at least 5 percent of the votes in the general meeting of a public company and intends to acquire directly, through connected persons and/or indirectly pursuant to Art. 149, para. 2 of POSA more than 1/3 of the total number of votes in the general meeting of that company, may register a public offer for the purchase and/or exchange of the corresponding number of shares with voting rights. Articles 7 and 8 apply accordingly.

Art. 17. The public offer under Art. 16 may be limited to the acquisition of a precisely determined number of shares with voting rights in the general meeting of the public company - the target of the public offer.

Art. 18. (1) In the cases of a public offer under Art. 17, the offeror is obliged to purchase and/or exchange all deposited shares with voting rights of each shareholder who accepted the public offer, provided that the total quantity of deposited shares of all shareholders who accepted the public offer does not exceed the number of shares determined under Art. 17. (2) If the number of deposited shares with voting rights of all shareholders who accepted the public offer exceeds the number of shares determined under Art. 17, the offeror is obliged to purchase and/or exchange a proportional part of the deposited shares of each shareholder who accepted the public offer.

Art. 19. The person under Art. 16 may determine the minimum number of shares with voting rights in the general meeting of the public company - the target of the public offer, which should be offered to them, for the public offer to be valid.

Art. 19a. (New - SG, No. 101 of 2006; amended and supplemented, No. 13 of 2009; repealed, No. 83 of 2017.).

Section III
Competing Public Offer
Art. 20. (1) No later than 3 days before the expiration of the acceptance period for a public offer published pursuant to Art. 154, para. 1 of POSA, a competing public offer for the purchase and/or exchange of shares with voting rights in the general meeting of the company - the target of the public offer may be published under the conditions and procedure of Art. 16. (2) The competing public offer must contain an improvement of the conditions of the initial public offer in one or more of the following directions:

1. increasing the offered price per share issued by the company - the target of the public offer; or
2. increasing the number of shares with voting rights in the general meeting of the company - the target of the public offer determined under Art. 17, or removing the limitation; or
3. reducing the minimum number of shares with voting rights in the general meeting of the company - the target of the public offer determined under Art. 19, which should be offered for the public offer to be valid, or removing the validity condition.

Art. 21. (Amended and supplemented - SG, No. 13 of 2009; amended, No. 83 of 2017.) (1) The acceptance period for the competing public offer cannot be shorter than 28 days and longer than 70 days from the day of its publication, except in the cases under paras. 2 and 3.
(2) (Amended - SG, No. 13 of 2009; amended, No. 83 of 2017.) If the acceptance period for a competing public offer expires after the acceptance period for an earlier published public offer, the acceptance period for all earlier published offers is extended to the acceptance period for this competing public offer, regardless of the provision of Art. 150, para. 12 of POSA. (3) (Amended - SG, No. 13 of 2009; amended, No. 83 of 2017.) Subsequent extension of the acceptance period for a public offer under Art. 155, para. 4 of POSA extends the acceptance period for all public offers in cases where the acceptance period for the last ones expires before the subsequently extended period, regardless of the provision of Art. 150, para. 12 of POSA.

Art. 22. (Amended - SG, No. 13 of 2009; amended, No. 83 of 2017; amended, No. 84 of 2022.)
(1) No later than 7 days after the publication of the last competing public offer, the offeror of the initial public offer, as well as any offeror of a preceding competing public offer, may improve once the published public offer by them under the requirements of Art. 20, para. 2.
(2) No later than 7 days after the publication of the last improved public offer, the right to improve the conditions once also belongs to the offeror of the last competing public offer. Paragraph 1 applies accordingly.
(3) (Amended - SG, No. 13 of 2009; amended, No. 83 of 2017; amended, No. 84 of 2022.) The improved public offers are registered with the Commission and their essential conditions are published immediately in one central daily newspaper or on the internet page of an information agency or another media outlet that can ensure effective dissemination of regulated information to the public in all member states where the initial public offer, respectively the initial competing offers, were published, if within 3 working days the Commission does not issue a prohibition. Articles 151, para. 5, 152 and 153 of POSA apply accordingly.

Art. 23. Acceptance of the public offer or the competing public offer may be withdrawn until the expiration of the acceptance period, respectively the extended period under Art. 21, paras. 2 or 3.

Section IV
Content of the Public Offer
Art. 24. (Amended and supplemented - SG, No. 13 of 2009; amended and supplemented, No. 83 of 2017; amended and supplemented, No. 84 of 2022; amended, No. 65 of 2025, effective from 08.08.2025.)(1) (Amended - SG, No. 13 of 2009.) The public offer for the purchase of shares must contain the following data for:

1. the offeror:
   a) (amended - SG, No. 13 of 2009; amended, No. 83 of 2017; amended, No. 84 of 2022.) if the offeror is a natural person - names, correspondence address, telephone (fax) and electronic address (e-mail); b) if the offeror is a legal entity:
   aa) (supplemented - SG, No. 84 of 2022.) name, seat, address of management, telephone (fax), electronic address (e-mail) and internet page (website), if any, subject of activity and data on changes in the name, if any have occurred, as well as the unified identification code (UIC) and, when applicable - the legal entity identifier code (LEI code); bb) (supplemented - SG, No. 83 of 2017; amended, No. 84 of 2022.) the names, correspondence address, telephone (fax) and electronic address (e-mail) of the natural persons, respectively name, seat, address of management, and the unified identification code of the legal entities, which are members of the management and supervisory body of the offeror, respectively analogous data for foreign persons, as well as of the representatives of the legal entities, which are members of the management and supervisory body of the offeror; cc) (supplemented - SG, No. 83 of 2017; amended, No. 84 of 2022.) the names and correspondence address, respectively name, seat and address of management of the persons who directly or through connected persons hold more than 5 percent of the votes in the general meeting of the offeror or can control it, as well as the number of votes held by them and their share in the general meeting of the offeror, respectively equity participation, or the manner in which control over it is exercised; dd) agreements on the exercise of the voting right in the general meeting of the offeror, to the extent that such exist and are known to it;
2. (amended - SG, No. 84 of 2022.) the investment intermediary authorized by the offeror - the name, seat and address of management, number and date of the permit issued by the Commission for carrying out the activity, as well as telephone (fax), electronic address (e-mail) and internet page (website);
3. (amended - SG, No. 83 of 2017.) the company - the target of the public offer - the name, seat and address of management, telephone (fax), electronic address (e-mail) and internet page (website);
4. (amended - SG, No. 13 of 2009.) the shares with voting rights in the company - the target of the public offer held by the offeror, including:
   a) the number, types and rights of the held shares with voting rights, the manner of holding (directly, through connected persons or indirectly pursuant to Art. 149, para. 2 of POSA), share in the total number of votes and the date of acquisition; b) if the offeror is a legal entity - the number, type and rights of the shares with voting rights held by the members of the management and supervisory body of the offeror, the manner of holding (directly, through connected persons or indirectly pursuant to Art. 149, para. 2 of POSA), share in the total number of votes and the date of acquisition; c) the data under item 1 for the connected persons and/or persons under Art. 149, para. 2 of POSA, through whom the offeror holds shares with voting rights, if such holding exists; d) (amended - SG, No. 13 of 2009.) ISIN code, class and number of the shares with voting rights that the offeror does not hold and is obliged to request or intends to acquire;
5. (amended in full - SG, No. 13 of 2009.) the offered price per share, which cannot be lower than the highest value between:
   a) (amended - SG, No. 83 of 2017.) the fair value of the shares, calculated in accordance with Regulation No. 41 of 2008 on the requirements for the content of the share price justification for a public company, including to the application of valuation methods, in the cases of transformation, joint venture agreement and public offer (SG, No. 59 of 2008) (Regulation No. 41); b) (amended - SG, No. 83 of 2017.) the average weighted market price of the shares for the last 6 months; c) the highest price per share paid by the offeror, persons connected with it or persons under Art. 149, para. 2 of POSA during the last 6 months prior to the registration of the offer; in cases where the price of the shares cannot be determined according to the preceding sentence, it is determined as the higher between the last issue value and the last price paid by the competing offeror;
6. (new - SG, No. 13 of 2009.) the compensation for the rights of shareholders, which may be restricted pursuant to Art. 151a, para. 4 of POSA, including the procedure and manner of its payment and the methods for its determination;
7. (previous item 6 - SG, No. 13 of 2009.) the acceptance period for the offer;
8. (previous item 6 - SG, No. 13 of 2009.) the financing conditions for the acquisition of the shares, including whether the offeror will use own or borrowed funds;
9. (previous item 8, amended - SG, No. 13 of 2009; supplemented, No. 83 of 2017.) the intentions of the offeror regarding the future activities of the company-target of the public offer, and of the offeror-legal entity, to the extent affected by the public offer for a period of three years after the conclusion of the transaction, including:
   a) (supplemented - SG, No. 83 of 2017.) for the transformation or termination of the companies, as well as for the transfer of control to third parties; b) (amended - SG, No. 83 of 2017.) for changes in the capital size of the companies; c) (amended - SG, No. 83 of 2017.) for the main activity and financial strategy of the companies; d) for changes in the composition of the management bodies, personnel and employment contract conditions, if such are planned; e) (amended - SG, No. 83 of 2017.) for the dividend distribution policy; f) for the impact the offer may have on the employees and place of activity of the companies; g) the strategic plans of the offeror for the two companies;
10. (previous item 9 - SG, No. 13 of 2009.) the procedure for accepting the offer and the manner of paying the price, including data on:
    a) the place where shareholders submit a written application for accepting the offer and deposit the certificate documents for the held shares; b) the period and manner of payment of the price by the offeror;
11. (previous item 10 - SG, No. 13 of 2009.) information on the applicable procedure, in case the public offer is withdrawn by the offeror;
12. (previous item 11 - SG, No. 13 of 2009.) a statement that acceptance of the public offer may be withdrawn by a shareholder who has accepted the offer, until the expiration of the acceptance period, as well as the procedure by which the offer is withdrawn;
13. (previous item 12 - SG, No. 13 of 2009; amended, No. 84 of 2022.) the place and/or internet page where the financial statements of the offeror for the last 3 years are accessible to the shareholders of the company - the target of the public offer, and where additional information about the offeror and their offer can be obtained;
14. (previous item 13 - SG, No. 13 of 2009.) the total amount of the offeror's costs for implementing the offer outside the funds necessary for the purchase of the shares;
15. (previous item 14 - SG, No. 13 of 2009; amended, No. 83 of 2017; amended and supplemented, No. 84 of 2022.) the central daily newspaper or internet page of an information agency or another media outlet that can ensure effective dissemination of regulated information to the public in all member states, where the offeror will publish a notice on the public offer, its essential conditions under Art. 151, para. 4 of POSA and the opinion of the management body of the public company - the target of the public offer, regarding the acquisition and the result of the public offer;
16. (new - SG, No. 13 of 2009.) applicable law regarding the contracts between the offeror and shareholders upon acceptance of the public offer and the competent court;
17. (previous item 15 - SG, No. 13 of 2009; amended, No. 83 of 2017.) other circumstances or documents that, at the discretion of the offeror, are relevant for the conducted public offer;
18. (previous item 16 - SG, No. 13 of 2009.) a statement that the Commission does not bear responsibility for the accuracy of the data contained in the offer;
19. (previous item 17 - SG, No. 13 of 2009.) a statement that the offeror and the authorized investment intermediary are jointly and severally liable for damages caused by incorrect, misleading or incomplete data in the offer.
    (2) (New