Draft Royal Decree amending Royal Decree 1066/2007 of 27 July on the takeover bid framework, to extend its application to multilateral trading facilities
9 January 2025
On 8 January 2025, the Draft Royal Decree that extends the application of the takeover bids framework to companies with shares admitted to trading on multilateral trading facilities (“MTFs”) (“Draft”) was published for public consultation. The new measure – that has been in the Securities Markets and Investment Services Law since April 2023 – will enter into force after this remaining regulatory step is completed, which is expected to happen in early 2025.
Although the final wording may change, according to the Draft, a new chapter will be added to Royal Decree 1066/2007 (“RDOPAs”)1 to develop the specific features needed to adapt the takeover bid framework to the characteristics of companies listed on multilateral trading facilities, including the following:
- four new exemptions from the obligation to launch a takeover bid upon gaining control, including the acquisition of a company stake of less than 50% with voting rights;
- an extension of the deadline for reducing the stake or launching a takeover bid in the event of an indirect or unexpected takeover (tomas de control indirectas o sobrevenidas);
- the removal of CNMV supervision of the independent expert’s report in delisting bids;
- a simplified delisting process when initiated at the issuer’s request; and
- more flexibility in how the price guarantee for the takeover bid is constituted or evidenced.
The Draft provides that the new framework will apply to all takeover bids announced after the Royal Decree enters into force, which, according to the Draft, is expected to happen 20 days after the Royal Decree is published in the Spanish State Gazette.
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