The Slovenia Times

Govt Amends Law to Restore State Voting Rights


The changes which will now be sent to parliament deal with the provisions governing shareholders acting in concert to avoid publishing a takeover bid once surpassing the threshold of 33%.

The current provisions dictate that shareholders found to be acting this way have their voting rights suspended until the situation is remedied.

This has led to the state, which previously held shares through a number of proxies, having its voting rights stripped in several key companies, including telco Telekom Slovenije and insurer Zavarovalnica Triglav.

The technical changes proposed would allow the state, which has since transferred most of its equity holdings to the Slovenian Sovereign Holding (SSH), to apply for a reinstatement of voting rights with the Securities Market Agency.

The seventh overhaul of the takeovers act to date and the first since 2006 also tightens rules governing the threshold for a takeover to be deemed successful and rules on leveraged takeovers.

Bidders will no longer be allowed to set the threshold for considering their bid successful below 50% plus a share in the target company which has in the past allowed them to gradually build up control in a company.

Moreover, acquiring companies will be bound with presenting plans on how they intend to use the assets held by the acquisition target, especially as regards leveraging of the assets.

The acquiring company will no longer be allowed to obtain financing for the takeover by pledging the shares or assets of the acquisition target as collateral. A new provision envisages that it will have to prove it has not pledged the shares - if unable it will automatically be deemed to have failed in its takeover attempt.

In an effort to curtail insider trading, mandatory reporting on share deals will be expanded to include the supervisors of an acquisition target in addition to the management.


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