Trading outside the stock exchange

Over-the-counter trading
means any trading under a bilateral agreement between two contractual parties which takes place outside an organised market. Some organised markets have trading segments called over-the-counter trading (with trading rules different from the ones on the organised markets) as well as multilateral trading platforms that can also be categorized as over-the-counter trading.

Treasury bills of the Republic of Serbia

These are issued by the Treasury of the Republic of Serbia with the aim of financing the country’s budget. They may be short-term with maturity of up to a year (T-bills) and long-term with maturity of over a year (T-notes). They are considered risk-free securities which makes them attractive to investors. They can be indexed in RSD or foreign currency, depending on the Treasury’s choice and the published trading calendar. In primary transactions these are sold by auction at a uniform or multiple price and the right to purchase is granted to domestic legal entities and natural persons (short-term and long-term) as well as foreign legal entities and natural persons but only for maturities of over a year (long-term).

Takeover bid

A person is obliged to announce a takeover bid when it acquires i.e. exceeds the threshold of 25% of voting shares in the target company (control threshold) either directly or indirectly, acting either alone or jointly. The procedure is the same if a person already holds a stake of 25% of shares or more in a joint-stock company and wishes to continue purchasing those shares. By purchasing at least one share a person that has acquired 25% plus one share is also obliged to announce a takeover bid for all remaining shares of that target company.   

A takeover bid is a public offer made to all shareholders of the target company for the purchase of all of the voting shares. A takeover bid may simultaneously be made for the acquisition of preference shares in accordance with the law that regulates business activities of companies.   

Komercijalna banka – Department for broker-dealer operations renders the following services to all interested persons who act in the capacity of the bidder:

  • Consulting services and preparation of strategy for company takeover,
  • Preparation of the wording of notice on intention of takeover and the wording of the takeover bid and organization of their publication in daily newspapers,
  • Opening an account of deposited securities in Central Securities, Depository and Clearing House,
  • Submission of application for approval of announcement of the bid to the Securities Commission, along with required documentation,
  • Providing notification to all shareholders of the target company, Central Securities, Depository and Clearing House, Belgrade Stock Exchange and the target company on opening of the takeover bid,
  • Monitoring the process of depositing shares,
  • Netting the acquired shares,
  • Preparation of wording of the report on takeover and organizing its publication.

All shareholders receive to their home address an abbreviated text of the takeover bid.
If the shareholder wants to sell his shares, he should give the order to the broker for transfer of shares from his proprietary account to securities deposit account of the bidder.

If the conditions offered by the bidder are fulfilled, the bid is declared successful. After 3 working days the netting of shares is performed and the ear-marked account of the seller is credited with money reduced by all transaction expenses.

If the takeover bid has been successful, the brokers forward to the clients a certificate on sale of shares, and if the bid did not succeed then the shares from the bidder’s account of deposited securities are automatically transferred back to proprietary accounts of shareholders who deposited such shares.

Conditions and procedure for a takeover of a joint-stock company, as well as rights and obligations of the participants in the process of takeover are regulated in detail by the Law on Takeover of Joint-Stock Companies and Rulebook on contents and form of a takeover bid for shares.

Compulsory purchase

The right to compulsory purchase is granted to the shareholder (purchaser) who owns shares in the amount of at least 90% of the company’s equity and who holds at least 90% of votes of all the shareholders in possession of ordinary shares. At the proposal of this shareholder, the General Meeting of Shareholders passes a decision on compulsory purchase of all shares belonging to the remaining shareholders, at a price determined through due application of the provisions from the Company Law that regulate payments to dissenting shareholders.
Shares owned by persons related to the purchaser are considered shares in possession of the purchaser, on condition that such persons had been related to the purchaser for at least a year prior to passing the decision on compulsory purchase.

Compulsory purchase after implemented takeover bid


In case the purchaser owns at least 90% of the company’s equity and has at least 90% of votes of all shareholders in possession of ordinary shares, the purchaser is entitled to conduct the compulsory purchase of shares under conditions from the takeover bid within three (3) months from the expiration date of the takeover bid, on condition that the shares have been acquired:

  • exclusively through a voluntary bid for acquisition of shares sent to all the remaining shareholders and thus acquiring at least 90% of bid shares, or
  • that such a bid was carried out as a compulsory bid.


Compulsory purchase – the right to sell

Majority shareholder who has acquired shares that form at least 90% of the company’s equity is obliged to purchase shares from each of the remaining shareholders at their written request.

The request must contain the type, class and the number of shares that are being sold and this request is submitted to the company, which shall mean that the request has been submitted to the majority shareholder as well.

The price at which the majority shareholder is obliged to purchase the shares is determined through due application of Company Law provisions that regulate the price payable to dissenting shareholders.

The company is obliged to determine the price within 60 days from the receipt of request and to inform, within the same period, both the majority shareholder and the shareholder who has submitted the request of the set price.

Majority shareholder is obliged to pay the determined value of shares to the shareholder who has submitted the request within 30 days from the receipt of notice, whereby shares are transferred to the majority shareholder.

If the shareholder who has submitted the request believes that the value determined by the company has not been arrived at in accordance with this law, he may, within 30 days from the receipt of notice, demand that a court determine the value of shares in a non-litigious procedure.   

 

ODELJENJE ZA BROKERSKO-DILERSKE POSLOVE
SEKTOR HOV I FINANSIJSKIH TRŽIŠTA
Makedonska 29, 11000 Beograd 
Tel: 011 33 39 031, 011 33 39 033
Fax: 011 33 39 157 
e-mail: brokeri@kombank.com