Takeovers and acquisitions in Lithuania: obligation to inform

The process of acquiring a stock company in Lithuania is governed by the Law on securities (as amended on 17 January 2013). 

Obligation to inform about acquisition of a share holding

A person who acquires 5, 10, 15, 20, 25, 30, 50, 75, 90 or 95 percent of votes at the general meeting of shareholders of an issuer, must, not later than within four trading days,  inform the Securities Commission and the issuer about the total  amount of votes. This obligation is biding to the person directly or indirectly holding the securities that subject to a formal agreement upon an initiative of the holder thereof entitles him to acquire in the future the securities issued by the issuer.

A person who fails to fulfill this obligation within a set term, for two years from the moment of clarification of correct data, loses the right to hold at a general meetings of the issuer’s shareholders more votes than the last threshold about which he has duly notified. Moreover, all the decisions adopted during the period between the acquisition of the shares and the moment of correct information disclosure may be annulled following judicial procedure if the issuer’s managers have been changed or property or non-property rights of shareholders have been violated by these decisions.

Exceptions

The above obligation is not binding to the following persons:

  1. An enterprise belonging to a group of enterprises obliged to draw up consolidated financial statements, if a respective notification is submitted to the enterprise by its parent undertaking or by the ultimate parent undertaking of both.
  2. A person who acquires the securities of the issuer only for the purposes of mid-accounting or the settlement during the regular short-term settlement cycle (the maximum cycle should be no more than 3 trading days). 
  3. Account managers that registered in Member States and foreign States who, acting as account managers in the general meeting of shareholders have a right to vote upon the votes attached to the shares only following the instructions of the customers submitted in writing or electronically.

  

Please do not hesitate to contact us if you have any questions about company acquisitions or takeovers in Lithuania.

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