[Last updated: 1 January 2025, unless otherwise noted]

Although the amended and restated SMA approved in 2023 sets out that the rules and principles relating to takeover bids therein regulated shall apply to Multilateral Trading Facilities (Sistemas Multilaterales de Negociación) such as the BME Growth segment of BME MTF Equity or Portfolio Stock Exchange, such application is subject to further development by way of Royal Decree.

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 was published for public consultation. The new measure may 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 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:

1. New exemptions from the obligation to launch a takeover bid upon gaining control, in addition to those set out in 3.9 above, which would be:
   1. The acquisition of a percentage of voting rights of 30% or more, but less than 50%.
   2. The appointment of more than half of the directors, provided that the bidder holds more than 50% of the voting rights.
   3. The acquisition of control by subscribing shares in a capital increase excluding the shareholders’ pre-emption rights, or by capitalization, conversion or exchange of other securities issued, excluding the shareholders’ pre-emption rights, provided a 75% majority of the shareholders at the general meeting support the resolution to increase the share capital or issue the securities subject to capitalization, conversion or exchange. In addition, the proposed resolution must state, among other minimum requirements, that the acquisition of control does not require a mandatory takeover bid. This exception needs to be validated by the CNMV before it is applied.
2. An extension of the deadline, from three to 12 months, for reducing the stake or launching a takeover bid in the event of an indirect mandatory takeover bid.
3. The removal of CNMV supervision of the independent expert’s report in delisting bids, provided that the independent expert is registered with a special register to be set up by the relevant Multilateral Trading Facility.
4. A simplified delisting process when initiated at the issuer’s request, where a delisting takeover bid would not be required:
   1. When the decision to delist is adopted by resolution of the shareholders' meeting, requiring for its approval a majority of 75% of the votes, and the sale of all the securities is facilitated by the placing of a purchase order for such securities, with payment in cash, by the company issuing the securities itself or by another person or entity provided that it has the approval of the shareholders' meeting and that it does not achieve, as a result of the purchase order, a controlling participation in the company, individually or in concert; or
   2. When the company's shares are immediately admitted to trading on a Multilateral Trading Facility that is classified as an "SME growth market" or on a regulated market following delisting from the MTF. This shall also apply to companies admitted to trading on a Multilateral Trading Facility classified as an "SME growth market" when their shares are immediately admitted to trading on a regulated market.
5. In addition to bank guarantees (avales) or cash deposits, bidders whose takeover bids (either in whole or in part) involve cash consideration may provide documentation evidencing that they have secured a loan or a credit line to finance the payment of the consideration, as security for their payment obligations under the takeover bid.

The draft Royal Decree provides that the new framework will apply to all takeover bids announced after the Royal Decree enters into force, which, according to such draft, is expected to happen 20 days after the Royal Decree is published in the Spanish State Gazette.