Introduction

The first rules on takeover bids were adopted in Bulgarian law in 1995 with the Securities, Stock Exchanges and Investment Companies Act of 1995 (repealed in 1999 by the Public Offering of Securities Act (‘POSA’).

The Takeover Directive is currently fully implemented in Bulgarian law by relevant provisions in POSA (State Gazette, Issue 114 of 1999, as amended thereafter from time to time).

Rules similar to those contained in the Takeover Directive have existed in POSA since 1999 and have been amended and/or supplemented three times (in 2002, in 2005 and, lastly, in July 2007).

The basic rules relative to takeover bids contained in POSA are further detailed in relevant secondary legislation, i.e. ordinances adopted in implementation of specific POSA provisions.

Scope

The rules of POSA on takeover bids apply to takeovers of public companies only. Public companies are joint-stock companies which have issued stock in the context of an initial public offering, or have an issue of shares entered into the registries of the Financial Supervisory Commission (‘FSC’) for the purposes of trade on regulated markets of securities, or had more than 10,000 shareholders on the last day of two consecutive calendar years. Public companies are to be entered into the FSC's registry of public companies and other issuers of securities.

The acquisition of private joint-stock companies is not subject to the takeover bid rules of POSA.