7.An equitable compensation is provided for any loss of the holders of the rights resulting from the implementation of the requirements under Article 36(1) to (5) of this Law. The takeover bid offeror must define the compensation procedure in the circular. Article 36(2) to (5) of this Law shall not be applied to securities whose restriction of voting rights is compensated by special property privileges. Disputes regarding compensations shall be settled by court procedures.
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Article 37Mandatory Sale and Purchase of Shares
\n
1.A holder of equity securities of an issuer, when acting independently or in concert with other persons and having acquired not less than 95 percent of the capital carrying voting rights and not less than 95 percent of the total votes at the general meeting of shareholders of the issuer shall have a right to require that all the remaining shareholders of the issuer sell the voting shares owned by them, and the shareholders shall be obligated to sell the shares in the manner established by the present Law.
\n
2.Votes of the shareholder acting independently or in concert with other persons shall be calculated in accordance with Article 24 of this Law. Where the issuer has issued shares of different classes, the votes shall be counted and the rules for the sale and purchase of shares shall be applied individually in respect of each class of shares. Where, in the manner stipulated by this Article, the shareholder purchases shares acting in concert with other persons:
\n
1)persons acting in concert shall be jointly liable for the fulfilment of the obligation to acquire the shares;
\n
2)the number of shares acquired by persons acting in concert shall be proportionate to the number of votes of the issuer held thereby at the moment of the submission of the notification referred to in Article 37(6) of this Law, unless the agreement concluded by persons acting in concert provides differently.
\n
3.On the basis of this Article shares may be purchased and sold within three months from the implementation of the obligatory takeover bid or voluntary takeover bid to acquire the remaining voting shares.
\n
4.The price offered for the shares shall be equitable. The price of the shares shall be established in accordance with the following principles:
\n
1)where the shareholder acting independently or in concert with other persons and having submitted a mandatory takeover bid acquired not less than 95 per cent of votes in the general meeting of shareholders of the issuer, the fair price shall be the one paid to him for the shares of the issuer while acquiring the shares in this manner;
\n
2)where a shareholder, acting independently or in concert with other persons and having submitted a voluntary bid acquired shares entitling it to not less than 95 percent of votes at the general meeting of shareholders of the issuer, the fair price shall be the one paid to the shareholder for the shares of the issuer while acquiring the shares in this manner, provided that where the offeror was acquiring the shares in this manner, the shareholders of not less than 90 percent of the shares, in respect of which the takeover bid was submitted, sold the shares to the offeror;
\n
3)in other cases the price of the shares shall be established in the manner opted by the person acquiring the shares and ensuring a fair price of the shares being purchased.
\n
5.Where the price at which the securities are offered to be bought-up is established in accordance with Article 37(4)(2) to (3) of this Law, the price shall be duly substantiated and approved in advance by the supervisory institution. The supervisory institution shall have the right to require on a motivated basis a change of the price. The notification provided for in Article 37(6) of this Law shall be submitted to the issuer not later than within 30 days from the date of the final establishment of the price.
\n
6.A shareholder acting independently or in concert with other persons and seeking to buy-up all the shares of the issuer must submit to the issuer a notification on the intended purchase of the shares specifying the following:
\n
1)data on the shareholder buying-up the shares and acting independently or in concert with other persons (name, last name, place of residence of the natural person, name and registered office of the legal person);
\n
2)number of shares of the shareholder buying-up the shares and acting independently or in concert, by classes and votes granted thereby;
\n
3)the requirement of the shareholder buying-up the shares and acting independently or in concert with other persons that other shareholders sell all shares of the issuer of the appropriate class;
\n
4)price offered for the shares and the method of the establishment of the price;
\n
5)share buy-up procedure.
\n
7.Attached to the notification to the issuer specified in Article 37(6) of this Law shall be the documents used as a basis to establish the price of shares:
\n
1)in the cases specified in Article 37(4)(1) to (2) of this Law—the circular and the report on the execution of the takeover bid;
\n
2)in the cases specified in Article 37(4)(3) of this Law—other documents substantiating the method of the establishment of the price of the shares in accordance with the selected method of establishing of the price.
\n
8.Upon receipt of the notification of the shareholder buying-up the shares and acting independently or in concert with other persons, the issuer shall not later than within 5 days notify, by recommended mail, each shareholder, the supervisory institution and the operator of the regulated market of the purchase of the shares and publish an appropriate notice in the source specified in the issuer's Articles of Association. The notice on the buy-up of the shares shall indicate:
\n
1)name, registered office and the code of the issuer;
\n
2)the information notified to the issuer in accordance with in Article 37(6) of this Law;
\n
3)information specifying the source in which the issuer has announced a mandatory buy-up of shares (this information shall be indicated only in the notifications sent by recommended mail);
\n
4)the time limit indicated in Article 37(9) of this Law during which the shares must be sold or the proposed share sale price must be contested;
\n
5)information that in the registered office of the issuer each shareholder shall have a right to familiarise himself with the documents substantiating the establishment of the price of the shares, submitted in accordance with Article 37(8) of this Law.
\n
9.Within 90 days from the date of the announcement of the notice indicated in Article 37(8) of this Law in the source specified in the issuer’s Articles of Association all shareholders shall be obligated to sell their shares to the shareholder indicated in the notice on the buy-up of the shares, acting independently on in concert with other persons, or contest the price proposed for the shares in the manner stipulated in Article 37(13) of this Law.
\n
10.Where within the term indicated in this Article the shareholder fails to sell the shares, the shareholder buying-up the shares shall be deemed to have acquired, on the last day of the time limit indicated in Article 37(9) of this Law, the right to appeal to court within 30 days by submitting the documents proving the payment transfer to the deposit account of the shareholder who has refused to sell the shares in the manner stipulated in Article 6.56 of the Civil Code or the performance of the payment in another manner, and requiring the account managers to perform the necessary entries in the securities account on the transfer of the title to the shares to the shareholder buying-up the shares. The ruling of the Court to make the appropriate entries in the securities account shall be deemed to constitute the legitimate basis under which for the account managers are obligated to make the appropriate entries. The civil cases referred to in this paragraph shall be examined in the procedure established in respect of the cases concerning the establishment of facts having a legal relevance.
\n
11.Where the shareholder buying up the shares fails to pay the proposed price for the shares by the last day of the time limit referred to in Article 37(9) of this Law, it shall be deemed that the shareholder’s right to obligatorily purchase the shares has expired and the shareholder loses his right to require in future that the shares be sold to him in the manner provided for in this Article.
\n
12.The settlement for the shares being bought-up shall be made only in cash.
\n
13.Within the time limit established in Article 37(9) of this Law each shareholder shall have a right to appeal to the regional Court of the registered office of the issuer requiring to establish the fair price of the shares. In this case Articles 2.118, 2.119 and 2.127-2.130 of the Civil Code shall apply mutatis mutandis. Where at least one shareholder has applied to the Court, the Court shall have a right to suspend the procedure of the mandatory buy-up of shares until the date its ruling concerning the establishment of the price of the shares comes into effect. Within the period when the procedure of the purchase of shares is suspended the shareholders shall be exempted from the obligation to purchase or sell the shares, and the time limits in respect of the fulfilment of obligations of the shareholders shall be suspended. The price applicable to all shares, including those sold to the shareholder who has made a notice on the buy-up of the shares prior to the appeal to the Court, shall be not less than established by the ruling of the Court.
\n
14.A holder of equity securities of an issuer shall have a right to require that a shareholder, who, when acting independently or in concert with other persons, has acquired the shares comprising not less than 95 per cent of the capital carrying the voting rights and not less than 95 per cent of the total votes at the general meeting of shareholders of the issuer, would buy the shares belonging to him and granting the voting rights, while the said shareholder shall be obligated to purchase the shares in the manner established by the present Law.
\n
15.In the cases where some shareholder requires that a shareholder who, when acting independently or in concert with other persons, has acquired the shares comprising not less than 95 per cent of the capital carrying the voting rights and not less than 95 per cent of the total votes at the general meeting of shareholders of the issuer, would buy the shares belonging to him, the provisions of Article 37(2) to (10), 12 and 13 of this Law shall apply mutatis mutandis.
\n
16.If the shareholder fails to fulfil the obligation to purchase the shares on a mandatory basis and does not impugn the share price within the time limit indicated in Article 37(9) of this Law, it must pay 10 per cent annual rates from the amount the payment term of which has been missed.
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Article 38Delisting of Securities from the Trading on
\n
a Regulated Market operating in the Republic of Lithuania 1. The decision to delist shares of the issuer from the trading on a regulated market operating in the Republic of Lithuania shall be passed by the general meeting of shareholders by the majority of ¾ of all votes attaching to shares of the shareholders attending the meeting. Following the decision to delist the shares from the trading of the regulated market operating in the Republic of Lithuania, a takeover bid shall be submitted and implemented to buy-up the shares admitted to the regulated market operating in the Republic of Lithuania.
\n
2.In the cases where the decision to delist the shares from the trading on a regulated market operating in the Republic of Lithuania is passed otherwise than on the initiative of the issuer, the obligation to submit a takeover bid shall not apply. The operator of a regulated market shall be entitled to delist the shares from the trading on a regulated market operating in the Republic of Lithuania where the further presence of the concerned issuer’s shares in the trading of the regulated market operating in the Republic of Lithuania constitutes a threat to the interests of the investors and proper functioning of the securities market.
\n
3.The takeover bid referred to in Article 38(1) of this Law shall be subject to the provisions of legal acts governing the mandatory takeover bid, unless this Article stipulates differently. The mandatory takeover bid must be submitted by the shareholders who have voted in favour of the decision to delist the shares from the trading on a regulated market operating in the Republic of Lithuania. One or several shareholders shall have a right to discharge this duty on behalf of other shareholders. In the course of the mandatory takeover bid the shares may be sold by those shareholders who voted against the decision to delist the shares from the trading on a regulated market operating in the Republic of Lithuania or who have abstained from voting in this respect.
\n
4.The price of the mandatory takeover bid shall be not lower than the weighted average market price of the shares on a regulated market or the multilateral trading facility in the course of six months preceding the public announcement on the intention to delist the shares from the trading of a regulated market operating in the Republic of Lithuania. Where a shareholder of the issuer, acting independently or in concert with other persons submitted and implemented a mandatory takeover bid not earlier than three months prior to the decision of the general meeting of shareholders to delist the issuer’s shares from the trading on a regulated market operating in the Republic of Lithuania, the price shall be fixed equal to the price paid for the shares acquired this way.
\n
5.The management body of the issuer must, not later than 21 days prior to the general meeting of shareholders intending to discuss the issue of delisting the shares from the trading on a regulated market operating in the Republic of Lithuania, draw up and publicly announce the notice on the intention to delist the shares from the trading on a regulated market operating in the Republic of Lithuania. The said notice shall specify:
\n
1)the information on the anticipated announcement of the mandatory takeover bid;
\n
2)reasons for delisting the shares from the trading on a regulated market operating in the Republic of Lithuania;
\n
3)measures undertaken by the management bodies of the issuer to protect the rights and interests of the shareholders;
\n
4)anticipated changes in the composition and operations of the issuer’s management bodies;
\n
5)the preliminary price offered for the shares and the method of the establishment thereof.
\n
6.The issuer must submit the notice referred to in Article 38(5) of this Law to the supervisory institution and the operator of the regulated market of the Republic of Lithuania and publish in the source indicated in the Articles of Association of the issuer in which notices are made public.
\n
Article 39Competence of the Supervisory Institution
\n
1.The supervisory institution shall supervise the compliance with the provisions of this Section where:
\n
1)the takeover bid is submitted in respect of the securities of a company whose registered office is in the Republic of Lithuania that have been admitted to trading on a regulated market operating in the Republic of Lithuania;
\n
2)the takeover bid is submitted in respect of the securities of a company whose registered office is in the Republic of Lithuania that have not been admitted to trading on a regulated market operating in the Republic of Lithuania or of a Member State;
\n
3)the takeover bid is submitted in respect of the securities of a company whose registered office is in another Member State that have been admitted to trading on a regulated market operating in the Republic of Lithuania;
\n
4)the takeover bid is submitted in respect of the securities of a company admitted to trading on regulated markets of more than one Member State, but the first authorisation to admit the securities concerned to trading on a regulated market was issued in the Republic of Lithuania;
\n
5)the takeover bid is submitted in respect of the securities of a company simultaneously admitted to trading on regulated markets of more than one Member State and the company has, on the first day of trading, decides to delegate the supervision of the procedure of the takeover bid to the supervisory institution.
\n
2.The company must announce of its decisions passed in the cases referred to in Article 39(1)(5) of this Law in the source indicated in the Articles of Association. On the first trading day the company must notify of its decision passed in the cases referred to in Article 39(1)(5) of this Law to the supervisory institution, the operator of the regulated market as well as competent authorities and operators of the regulated markets of other Member States.
\n
3.The supervisory institution shall cooperate with the competent authorities of other Member States and shall have a right to communicate to them all required information, in particular the information necessary for the implementation of the provisions of points (3) to (5) of Article 39(1) of this Law.
\n
Article 40Applicable Law
\n
1.In the cases referred to in (3) to (5) of Article 39(1) of this Law concerning the price of the takeover bid, method of settlement, procedure of announcement, decisions of the offeror to submit a takeover bid, contents of the circular and the submission of the takeover bid shall be dealt with in accordance with the law of the Republic of Lithuania.
\n
2.In matters relating to the information to be provided to the employees of the offeree company, to the company law, in particular the percentage of voting rights the acquisition whereof triggers the obligation to submit a takeover bid, the exemption from the obligation to submit a takeover bid, also terms under which the management bodies of the offeree company may undertake any action to frustrate the takeover bid, the applicable laws shall be of the Member State in which the offeree company has a registered office and the dealing with the above issues shall be supervised by the competent authority of that Member State.
\n
SECTION V
\n
LAW COMPLIANCE SUPERVISION AND RESPONSIBILITY FOR LAW VIOLATIONS
\n
Article 41Supervisory Institution
\n
1.The drawing up, approval and publication of the prospectus, the publication of the periodic and current information, execution of takeover bids shall be regulated and supervised by the supervisory institution.
\n
2.The supervisory institution shall perform the functions indicated in Article 41(1) of this Law according to this Law and the Law on Markets in Financial Instruments. The supervisory institution shall have rights and duties established in this Law and other laws.
\n
3.Actions and omission of the supervisory institution shall be reported in compliance with the procedure established in the Law of the Republic of Lithuania on Legal Proceedings of Administrative Cases.
\n
Article 42Functions, Rights and Duties of the Supervisory Institution
\n
1.The supervisory institution shall:
\n
1)draft, approve, amend and repeal legal acts assigned to its competence;
\n
2)draft, approve, amend and repeal contents of prospectuses, annual and interim information for issuers of securities, also prescribe the procedure for the submission and publication of these documents;
\n
3)approve prospectuses of securities;
\n
4)approve circulars of takeover bids;
\n
5)check whether when implementing requirements of this Law issuers’ accounting is managed and financial statements and/or consolidated financial statements are drawn according to requirements for the preparation of accounting and financial statements;
\n
6)monitor, inspect and otherwise supervise whether the compliance of persons with the requirements established in this Law and in resolutions adopted by the supervisory institution on the basis of this Law, as well as with instructions or obligations given by the supervisory institution is appropriate;
\n
7)apply sanctions provided for in this and other Republic of Lithuania laws to persons that have violated this Law and resolutions of the supervisory institution:
\n
8)cooperate with the competent bodies of Member States and supervisory bodies of foreign states and exchange with them information necessary for the performance of supervisory functions;
\n
9)according to Regulation (EU) No 1095/2010 cooperate with the European Securities and Market Authority and provide without any delay all information necessary for the implementation of its tasks;
\n
10)perform other functions provided for in this Law and other laws of the Republic of Lithuania.
\n
2.When performing the functions assigned to it the supervisory institution shall have the right to:
\n
1)require the persons to disclose the information required by this Law and submit other related documents. Where the persons concerned seek to avoid publishing such information the supervisory institution shall have a right to publish such information itself;
\n
2)require the persons to submit any information at their disposal of relevance and, where necessary, call up such persons and require them to present explanations;
\n
3)require the auditors of the issuer to submit information necessary for the performance of the functions by the supervisory institution;
\n
4)obligate to amend and correct the submitted inaccurate and misleading information, issue other instructions and obligations;
\n
5)on the basis of a motivated decision, obligate the takeover bid offeror to choose another asset valuator to determine the takeover bid or mandatory purchase and sale price, if there is reasonable suspicion that the takeover bid or mandatory purchase and sale price fixed by the valuator is not right;
\n
6)suspend for up to 10 working days the public offering of securities or admission to trading on a regulated market, if there is reasonable suspicion that this is done disregarding requirements of legal acts or terms and conditions provided for in the prospectus;
\n
7)require to suspend or terminate the trading in specific securities on a regulated market and the multilateral trading facility;
\n
8)perform investigations and on-site checks;
\n
9)obtain, free of charge, documents, copies thereof, other data and information from persons being inspected as well as obtain, free of charge, documents and data or copies thereof related to a person being inspected from other undertakings, public authorities, registers and other institutions performing similar functions;
\n
10)transfer the information collected during the investigation process and all other information to law-enforcement bodies;
\n
11)employ specialists and experts of appropriate areas (auditors, accountants, lawyers, specialists of information technologies, etc.) requesting them to provide their opinions, conclusions, assessment or perform other actions requiring specific qualification, knowledge or expertise.
\n
12)conclude agreements with foreign supervisory institutions on cooperation and exchange of information.
\n
3.The supervisory institution must prepare and submit to the European Commission the information on the implemented takeover bids in respect of the securities traded on a regulated market operating in the Republic of Lithuania.
\n
4.The submission of information to the supervisory institution as provided in Article 42(2)(3) of this Law shall not be considered to constitute the infringement of the prohibition to disclose the confidential information provided for in legal acts or the agreements and therefore shall not have any negative repercussions upon the auditors.
\n
5.The supervisory institution shall notify the European Securities and Market Authority about agreements concluded according to Article 42(2)(12) of this Law.
\n
Article 43Duty of Supervisory Institution’s Board Members and Employees
\n
to Safekeep Confidential Information 1. The Board members and employees of the supervisory institution shall, in the manner prescribed in Article 73 of the Law on Markets in Financial Instruments, secure the confidential information they have become aware of in the course of executing their professional duties at the supervisory institution. Comprehensive contents of confidential information shall be defined by the supervisory institution.
\n
2.The right of the supervisory institution to communicate the confidential information in accordance with the procedure laid down in Articles 76, 77 and 78 of the Law on Markets in Financial Instruments shall also be extended upon the information obtained by the supervisory institution in the course of the performance of the functions prescribed by this Law.
\n
3.Provisions of Article 43(1) of this Law do not hinder the supervisory institution to transfer confidential information to the European Securities and Market Authority or European Systemic Risk Board, with regard to restrictions associated with the information of a particular enterprise and impact on the third parties as set respectively in Regulation (EU) No 1095/2010 and Regulation (EU) No. 1092/2010 of the European Parliament and of the Council of 24 November 2010 on European Union macro-prudential oversight of the financial system and establishing a European Systemic Risk Board.
\n
Article 44Precautionary Measures Available to the Supervisory Institution
\n
in Respect of an Issuer whose Home Member State is not the Republic of Lithuania but whose Securities Have Been Admitted to Trading on a Regulated Market in the Republic of Lithuania 1. Having reasonable grounds to suspect that the issuer whose home Member State under Article 19(2) of this Law is not the Republic of Lithuania, but whose securities have been admitted to trading on a regulated market in the Republic of Lithuania or that the persons referred to in Article 23(1) of this Law have infringed the requirements concerning the disclosure of the regulated information prescribed in this Law the supervisory institution shall accordingly notify the competent authority of the home Member State of the issuer and the European Securities and Market Authority.
\n
2.If, despite the measures taken by the competent authority of the home Member State, or because such measures prove inadequate, persons referred to in Article 44(1) of this Law persist in infringing the relevant legal or regulatory provisions and infringe the interests of the investors of the Republic of Lithuania, the supervisory institution shall, after informing the competent authority of the home Member State of the issuer, have the right to take all the appropriate measures in order to protect investors. The supervisory institution shall immediately notify the European Commission and the European Securities and Markets Authority of the measures that have been undertaken.
\n
Article 45Right of the Supervisory Institution to Perform Inspections
\n
1.With a view to determining the compliance with requirements of this Law and the legal acts passed on the basis thereof and related thereto the supervisory institution shall have a right to organise and perform inspections.
\n
2.When performing inspections employees of the supervisory institution shall enjoy the rights set in Article 81(2) of the Law on Markets in Financial Instruments. For the implementation of these rights the supervisory institution may invite police officers.
\n
Article 46Responsibility for Violation of this Law
\n
1.The supervisory institution may apply to persons that violated this Law or resolutions adopted on the grounds of this Law by the supervisory institution or to persons that failed to implement instructions or liabilities given by the supervisory institution the following measures of enforcement:
\n
1)to warn about shortcomings and violations in activities and set the time limits for removing them;
\n
2)to impose administrative penalties or fines established by this Law.
\n
2.Decision on the application of enforcement measures may be passed in the event that not more than two years have passed from the date of the violation and in the case of a continuous or long-term (lasting) violation—from the day the last continuous violation actions were committed or the day the long-term (lasting) violation was cleared up.
\n
Article 47Fines for Violation of this Law
\n
The supervisory institution shall have the right, in accordance with the procedure laid down in Article 94 of the Law on Markets in Financial Instruments, to impose the following fines:
\n
1)upon persons organising or implementing public offering of securities or trading on a regulated market if a prospectus was not approved and/or announced before these actions or public offering or trading on a regulated market are prohibited or suspended — up to the amount of the total nominal value of securities offered publicly or admitted to trading on a regulated market;
\n
2)upon persons responsible for the correctness and comprehensiveness of information indicated in the prospectus, who provided incomplete or misleading information, thus not complying with the requirements provided for in Article 6 of this Law — up to LTL 100 000;
\n
3)upon persons failing to fulfil the requirement provided for in Article 18 of this Law—up to LTL 200 000;
\n
4)upon persons failing to fulfil the requirement provided for in Article 31 of this Law to provide a mandatory takeover bid to purchase remaining voting shares of the company—up to LTL 500 000; upon persons failing to fulfil other requirements provided for in this Article — up to LTL 100 000;
\n
5)upon persons who required according to the procedure laid down in Article 37 of this Law that all other shareholders of the issuer sell their shares but failed to make settlements with them or who do not fulfil the obligation to buy out shares from any shareholder upon his request — up to LTL 100 000;
\n
6)upon persons failing to fulfil the requirements provided for in Articles 11, 16, 20, 21, 21, 22, 23, 28, 30, 33, 35, 36 of this Law — up to LTL 100 000;
\n
7)upon persons failing to fulfil the requirement provided for in Article 10, 15, 25, 26, 27 of this Law — up to LTL 50 000;
\n
8)upon persons failing to fulfil instructions of the supervisory institution, not providing to the supervisory institution the information specified in this and other laws or hindering the supervisory institution or its authorised persons to perform investigations or inspections — up to LTL 100 000;
\n
9)upon persons failing to fulfil other requirements provided for in this Law and its implementing legal acts — up to LTL 100 000.
\n
Article 471Procedure on the Enforcement of Decisions
\n
Made by the Supervisory Institution 1. Fines shall be paid to the state budget not later than within one month from the day the person received a decision of the supervisory institution on the imposition of a fine.
\n
2.A voluntarily unfulfilled decision of the supervisory institution shall be implemented according to the procedure provided for in the Code on Civil Procedure.
\n
SECTION VI
\n
FINAL PROVISIONS
\n
Article 48Application of the Law
\n
1.The provision of Article 21(3) of this Law governing the obligation of the issuers whose securities are traded on a regulated market operating in the Republic of Lithuania to include in activity reports a notice on their compliance with the Corporate Governance Code of the companies whose securities are admitted to trading on a regulated market, where the Code has been approved by the Securities Market, shall apply starting from submission of information for 2006 onwards.
\n
2.Article 36(1) and (2) of this Law shall apply to those agreements between the offeree company and holders of its securities or the agreements between the holders of the securities of the offeree company concerning the transfer of securities and the restriction of the voting rights that were concluded following 21 April 2004.
\n
3.Provisions of Article 37 of this Law shall not apply in the cases where the decisions concerning the mandatory purchase or sale of securities have been adopted and put into operation prior to 14 July 2006.
\n
4.A legal person established in the Republic of Lithuania may be ceased to be considered an issuer within the meaning of this Law where:
\n
1)non-equity securities are being redeemed the public offering whereof or the admission to a regulated market was subject to the requirements of the present Law, or
\n
2)the mandatory selling or buy-up of securities of the issuer has been completed to be implemented; or
\n
3)where the shareholders by a qualified majority that may not be less than 2/3 of the votes attached to the shares of the shareholders present at the meeting decided not to offer the shares publicly. In this case the company must submit and implement a takeover bid to buy-up the shares of the company. Such takeover bid shall be subject to the provisions governing the mandatory takeover stipulated in this Law. The takeover bid shall be submitted by shareholders who have voted in favour of the decision not to offer the shares publicly. One or several shareholders shall have a right to discharge this obligation on behalf of other shareholders. The right to sell shares during a takeover bid shall be enjoyed by shareholders who during the taking of the decision voted against or abstained from voting. If the issuer’s shares were admitted to trading on a regulated market operating in the Republic of Lithuania and the shareholders’ general meeting passed a decision not to offer shares publicly together with the decision to delist shares from trading on a regulated market, it shall be suffice to submit a takeover bid once and implement it according to the procedure provided for in Article 38 of this Law.
\n
5.The decision to cease to consider a legal person established in the Republic of Lithuania an issuer shall be passed by the supervisory institution. A legal person seeking to waive the status of an issuer shall submit to the supervisory institution the documents confirming the performance of the procedures stipulated in Article 48(8) of this Law.
\n
6.The legal person must, within seven days from the decision of the supervisory institution to cease to consider it an issuer, publish an information notification in the manner stipulated in Article 28 of this Law.
\n
7.Where the securities issued by the issuer to public trading before 12 July 2005 are delisted from trading on a regulated market operating in the Republic of Lithuania not upon the issuer’s initiative, the issuer shall continue to be an issuer within the meaning of this Law. Such person may cease to be considered an issuer under the general rules specified in Article 48(8) of this Law.
\n
8.Upon persons acting independently or together with other persons acting in concert who on the date of the coming into force of the Law of the Republic of Lithuania Amending Articles 2, 3, 4, 5, 15, 18, 19, 21, 22, 23, 24, 27, 29, 31, 32, 34, 35, 37, 38, 39, 42, 45, 46, 47, 48 of the Law on Securities had more than 1/3 but not more than 40 per cent of votes in a general shareholders’ meeting of the offeree company, an obligation to announce a mandatory takeover bid shall emerge in the event they acquire more than 40 per cent of votes. Where these persons reduce the holding of the company shares to the amount granting less than 1/3 of votes, they will be subject to 1/3 limit of votes from the date of such a reduction.
\n
I promulgate this Law passed by the Seimas of the Republic of Lithuania PRESIDENT OF THE REPUBLIC OF LITHUANIA VALDAS ADAMKUS Annex to the Law of Republic of Lithuania on Securities LEGAL ACTS OF THE EUROPEAN UNION IMPLEMENTED BY THIS LAW 1. Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing and on information to be published on those securities (OJ, 2004, Special edition, Chapter 06, Volume 04, p.24).
\n
2.Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (OJ, 2004, Special edition, Chapter 06, Volume 06, p. 356).
\n
3.Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (OJ, 2004, Special edition, Chapter 17, Volume 02, p. 20).
\n
4.Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ 2004 L 390, p. 38), as last amended by Directive 2010/78/EC (OJ 2010 L 331, p. 120) of 24 November 2010 of the European Parliament and of the Council.