On January 8 2012 the Law on Amendments to Certain Legislative Acts on the Regulation of the Financial Services Market (3462-VI) came into force. The law provides that a legal entity or individual must obtain written consent from the National Securities and Stock Market Commission for plans to acquire a significant share of the equity in a financial institution or to increase such a share, directly or indirectly, so as to hold or control 10%, 25%, 50% or 75% of the authorised charter capital of the institution (or the voting rights attached to the acquired shares in the bodies of the institution). This rule does not apply if other regulations on specific financial services markets provide otherwise.
Under the new law, a significant share of the equity - termed an 'essential equity' - is a sole or joint holding, whether direct or indirect, of 10% or more in the authorised charter capital. It also applies to a similar share in the voting rights under acquired shares of legal entities or an ability to exercise decisive influence on the management or affairs of a legal entity, other than through a formal holding.
In order to obtain consent, the acquirer must submit information to the commission, as provided by the latter's regulations. In particular, the acquirer must provide information about its own financial situation and goodwill, and (in the case of a legal entity) its ownership structure. For the purposes of the law, the term 'financial situation' refers to a complex set of data which indicates the acquirer's:
- current and potential financial capacity, including its liquidity levels;
- financial stability and ability to meet payment obligations;
- availability and effective use of assets available for circulation (ie, equity capital); and
- capacity to provide financial support to the target in future, if necessary.
For further information on this topic please contact Timur Bondaryev at Arzinger by telephone (+380 44 390 5533), fax (+380 44 390 5540) or email ([email protected]).