The Swedish Corporate Governance Board (Sw. Kollegiet för svensk bolagsstyrning) has announced a proposal regarding amendments to the Takeover Rules concerning Nasdaq Stockholm and Nordic Growth Market NGM as well as the multilateral trading facilities First North, Nordic MTF and AktieTorget. The revised rules are proposed to come into effect on 1 April 2018.
The proposal essentially contains the following amendments.
If it is certain that the bidder will not be granted necessary permits from the authorities within the maximum acceptance period of nine months, the bidder shall without unreasonable delay withdraw the offer or seek an exemption from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) in order to be able to extend the acceptance period. The bidder shall as soon as possible announce if the bidder resolves to withdraw the offer or to seek an exemption. Hence, the bidder cannot passively wait until the acceptance period ends, but must withdraw the offer or seek an exemption from the Swedish Securities Council. The exemption regarding extension of the maximum acceptance period of nine months will usually only be granted if supported by the target company. In case the bidder seeks an exemption and the Swedish Securities Council denies such exemption, the bidder must as soon as possible withdraw the offer.
According to the current Takeover Rules, if a submitted offer is not completed, the bidder or a party closely-related to the bidder may not make an offer to acquire shares in the target company, or acquire sufficient shares in the target company to trigger the requirement to make a mandatory offer, within the following 12 months. However, according to the proposal, the following will apply. If a bidder, who has withdrawn an offer as a result of not being granted necessary permits from the authorities within the maximum 9-month acceptance period, is being granted such necessary permits from the authorities, the bidder may announce a new offer within four weeks after being granted the necessary permits without having to observe the 12-month period. Accordingly, the bidder may announce a new offer within four weeks from the granted permit even though the 12-month period has not elapsed.