28 - Republic of Slovenia

Summary

Introduction

The Takeover Directive was implemented in the Slovenian legal system by the Law on Takeovers (Zakon o prevzemih, hereinafter referred to as ‘ZPre-l’), which entered into force on 11 August 2006 and was amended on 5 January 2008 (‘ZPre-1A’) and 9 July 2008 (‘ZPre-1B’).

Since one of the main aims of ZPre-1 was to implement the Takeover Directive, they share many key principles, such as equal treatment of holders of securities, ensuring informed decisions, securing the interests of the company as a whole, protecting employees of relevant companies and others.

ZPre-1 is administered and enforced by the Securities Market Agency (Agencija za trg vrednostnih papirjev, hereinafter referred to as ‘ATVP’), established and operating under the Securities Market Act (Zakon o trgu finančnih instrumentov, hereinafter referred to as ‘ZTFI’), which acts as a regulatory and supervisory authority under both the Takeover Directive and the Prospectus Directive.

Scope

In accordance with Article 4 of ZPre-l, the takeover bid procedure shall apply to (i) public and (ii) joint-stock companies not listed on the organised market if they have at least 250 shareholders and at least €4,000,000 of share capital on the last day of the year before application of ZPre-1.

As stated in chapter 1 of the first volume of this book, the Takeover Directive only regulates takeover bids for voting securities of companies when at least some of the companies' securities are admitted to trading on the regulated markets. However, national law may extend application of the Takeover Directive to bids on unlisted securities: indeed, this was the case with ZPre-l.