The National Assembly adopted changes to the Law on Public Offering of Securities on first reading. The bill, submitted by the Council of Ministers, creates rules for companies with shares with the right to more than one vote and allows their shares to be admitted to trading on a multilateral trading system.
The changes are related to the European Directive (EU) 2024/2810, which member states must implement in their national legislation by December 5, 2026. The bill was approved in the Budget Committee on October 1 with 18 votes “for“, without “against“ and with one „abstain“.
What is changing for companies
Shares with more votes enable company owners to attract new capital through new shareholders, while maintaining greater control over management. The Council of Ministers defines the mechanism as a way for companies to raise financing without their founders giving up their management vision.
It is envisaged that companies with such a structure will be able to be admitted to multilateral trading systems, including growth markets for small and medium-sized enterprises. This opens up the possibility for companies that are not listed on a regulated market to gain access to investors while maintaining the enhanced rights of certain shares.
Decisions to introduce or change the structure with shares with more votes will have to be approved by a qualified majority of at least two-thirds of each class of shares presented at the general meeting. The decision must be made before the company requests admission of its shares to trading on a multilateral system.
Transparency requirements
The draft law also introduces additional disclosure obligations. Companies will have to publish information on restrictions on the transfer of shares and the exercise of voting rights.
The identity of holders of shares with more votes, who control more than 5 percent of the voting rights, will also be announced, when this information is known to the company. The data will be included in the prospectus or the document for admission to trading, as well as in the annual financial report, if they have not been published earlier or if changes have occurred.
After adoption at first reading, the bill must go through the proposal procedure between the two votes and be considered again in the plenary hall.
Sources: bta.bg