The present Royal Decree on public offers for the acquisition of securities comes to form and regulate the legal system of public bids for the acquisition of transferable securities. The need for this Regulation is justified by the need not to delay the renewal of our system of public procurement bids for longer, and to add the demand for legal traffic. of the implementation and regulatory development of the provisions of the Law 24/1988 of 28 July of the Stock Market.

In the same way it repeals our previous current norm in the matter that was contained in the Royal Decree 279/1984, of January 25, normative that was declared in force by the additional provision fifth of Royal Decree 726/1989, On 23 June, on Collecting Societies and members of the Stock Exchanges, the Society of Bags and Collective Bail, where in point (e) of number 1 of the said provision, certain aspects of Royal Decree 279/1984 were specified and reformed, mainly, as regards the powers of the National Securities Market Commission, without prejudice to the application of the provisions of the Securities Market Act, Articles 60 and 34 thereof.

The considerations set out above and, as a matter of priority, the need to adapt the rules of public takeover bids to the new scheme provided for in the Securities Market Act justify the purpose and adoption of the present Royal Decree.

The Securities Market Law, already in its own preamble, indicated that the general framework for a regulation of public offers for the acquisition of securities to overcome the limitations of the rules in force '. In the body of the standard, the takeover bids are set out on the one hand, in Article 60, a provision which integrates both the assumptions that we can consider from compulsory public tenders, as well as the voluntary offers, to what is to add the provisions of Article 34 of the Law where, in order to regulate the exclusion of securities trading on an official secondary market, the assumption of compulsory public supply is provided for when at the request of the issuing authority securities, the National Securities Market Commission considers that legitimate interests may be affected interests of the holders obliging the issuer to make a public offer.

It is in the framework of the above mentioned precepts where the starting point and the necessary and sufficient enablement that justify the adoption of the present Royal Decree is found, enabling that in similarity of other aspects of the Law it can be considered relatively "wide", leaving to regulatory authority on the basis of the principles contained in the Law a faculty of development and concreteness of the necessary aspects to conform the legal regime of the public takeover bids.

However, the legal system of takeover bids would not be sufficiently addressed and regulated if the necessary forecasts for the development of our internal rules were not included in the (a) the protection of competition and, in particular, the collection in Law 16/1989 of 17 July of the Defence of Competition, in which Chapter II on economic concentrations; Article 15 (3) provides that ' notification of the operations of the acquisition of shares admitted to trading on a Stock Exchange when, according to the provisions of Article 60 of Law 24/1988, of the Stock Market, are required to carry out a public procurement offer shall be the subject of a specific procedure to be determined by law. "

In its virtue, on the proposal of the Minister of Economy and Finance, in agreement with the Council of State and after deliberation of the Council of Ministers at its meeting of July 26, 1991,

DISPONGO:

CHAPTER FIRST

General provisions

Article 1. ° Public procurement offer in the event of a significant participation being taken or increased.

1. Any natural or legal person (hereinafter 'offeror') seeking to acquire, in a single act or in successive acts, shares in a company (hereinafter referred to as 'the affected company'), the capital of which is in whole or in part admitted to trading on the Stock Exchange, or other securities such as subscription rights, convertible debentures, "warrants" or any similar instruments that may directly or indirectly entitle the subscription or acquisition of such securities, In order to achieve this, together with the one that already has, if any, a participation significant in the capital with the right to vote of the Company issuing such securities, securities or instruments may not do so without promoting a public offer of acquisition in the terms provided for in this Royal Decree.

2. For the purposes of this Royal Decree, all those representing percentages equal to or greater than 25 and 50 per 100 of the capital of the Society concerned shall be considered to have significant participation in their respective cases.

3. Where an interest equal to or greater than 25 per 100 of the capital of the Company is sought, the offer shall be made on a number of securities representing at least 10 per 100 of the capital of the Company concerned.

4. Where a holding in the capital of the Company is already held equal to or greater than 25 per 100 but less than 50 per 100, and an increase in that holding is intended to be increased by at least 6 per 100 over a period of 12 months, the offer shall be be carried out on a number of securities representing at least 10 per 100 of the capital of the Society concerned.

5. Where a participation equal to or greater than 50 per 100 of the capital of the Company is sought, the offer shall be made on a number of securities which allows the acquirer to reach at least 75 per 100 of the capital of the Company. affected.

The application of this rule will be preferred over that of the rules set in the preceding numbers 3 and 4.

6. The public offering must be addressed:

(a) To all holders of the shares of the Company concerned, including those for shares without a vote which, at the time of application for the authorization of the offer, have the right to vote in accordance with the provisions of the legislation in force.

(b) Where they exist, to all holders of equity subscription rights, as well as to holders of convertible debentures in them.

Although in no case shall be taken into account for the purposes of calculating the minimum number of securities to which the public offer must be made, this may or may not be directed to holders of warrants or other securities or instruments giving an option to the acquisition or subscription of shares, with the exception of those referred to in paragraph (b) of this number, by issuing or issuing them. But if they were to address them, the public procurement offer must be directed at all those persons holding the ownership of the "warrants", securities or instruments in question.

7. The obligation to promote a public takeover bid in the terms set out in the preceding numbers shall also apply to the acquisition of shares in respect of which the application for admission to trading has occurred in Stock Exchange.

Art. 2. "Computer of significant participation".

1. Shares or other securities held or acquired by the Entities belonging to the same group, as defined in Article 4 of Law 24/1988, of 28 January 1988, shall be deemed to be owned or acquired by the same natural or legal person. In July, the Securities Market and other persons acting on their own behalf, but on their own behalf or in a concerted manner with that. Unless otherwise tested, they shall be presumed to act on behalf or in a concerted manner with the members of their administrative body.

2. They shall not be required to make a public takeover bid for securities acquisitions resulting from a mere redistribution of securities between the companies of the same group, without alteration of the unit of decision or control.

3. For the purposes of calculating the shares, account shall be taken of both the Sunday ownership of shares and other securities, such as voting rights which are enjoyed by use or by virtue of any other title of contractual nature.

4. In the case of possession or acquisition of securities or instruments which entitle to the subscription or acquisition of shares, for the purpose of calculating the existence or not of significant holdings, without prejudice to the application of the rules In relation to the relationship between the shares and the existing share capital, the following rules will be added:

(a) At the time of the acquisition which may give rise to the obligation to promote a public offering, the theoretical capital shall be added to which the securities or instruments held or acquired by the prospective are entitled to the right. to promote the public offering to the capital already held in the Company by any legal title; and on the other hand the maximum theoretical capital corresponding to the set of values in circulation of that nature to the figure will be added (a) the statutory capital of the Company, not including those securities which entitle the company to the acquisition or subscription of existing shares. In the case of obligations with a variable conversion rule, the calculation shall be made at the theoretical conversion rate which would be derived from the price of the shares on the day of the acquisition.

If, in accordance with the calculation set out in the preceding paragraph, the percentages of significant participation referred to in Article 1 are exceeded, a public procurement offer shall be promoted in the terms indicated in that article.

b) Once each conversion into actions to which it is intended is opened, the calculation indicated in the preceding letter must be carried out again.

If, as a result of the non-conversion of the entire issue of the securities and instruments referred to in this paragraph, the percentages of significant participation referred to in Article 1 are exceeded, the person (a) a natural or legal person who is in such a situation as having exercised the conversion or acquisition rights which he or she is responsible for, must, within a period of six months, proceed to the disposal of the excess share of the percentages mentioned in that article, or to promote a public offer in the terms provided for in the corresponding number of the said Article. In the latter case, the valuation rules laid down in Article 7 shall apply to the

.

This rule will not apply when a takeover bid has already been promoted at the time of the acquisition, as provided for in paragraph (a) above.

5. The silent actions shall be taken into account only when they enjoy it, in accordance with the legislation in force.

Art. 3. " Indirect or oversold acquisitions of significant participation.

1. In case of merger with another Company or takeover of another Company or Entity, even not admitted to trading on Stock Exchange or not domiciled in Spain, having direct or indirect participation in the social capital of a third whose actions are admitted to negotiation, the following rules apply:

(a) If this is the merger or takeover of a Company or Entity of mere holding of securities, or of a Company or Entity in which the securities of the Company concerned are an essential part of the asset whose acquisition is the determining reason for the merger or takeover, a public takeover bid shall be made where, as a result of the merger or takeover, any percentage of the share of the shares is to be reached in the affected company indicated in numbers 3, 4 and 5 of Article 1.^or

The public procurement offer, which must be made prior to the merger or takeover, must be addressed to the whole of the capital, the valuation rules laid down in Article 7 being applicable. 3.

(b) If the merger with a Company or Entity other than those referred to in (a) above, it is only mandatory to promote a public takeover bid where, as a result of the merger, it has been reached a share equal to or greater than 50 per 100 of the capital of the affected company. The public procurement offer shall be made within six months of the date of the merger, and shall be made on a number of securities allowing the acquirer to reach at least 75 per 100 of the capital of the Society concerned and no case is less than 10 per 100 of the capital of the affected company. The valuation rules set out in Article 7. ° 3 shall apply to the

.

However, the formulation of a public procurement offer will not be mandatory when, within the six-month period, the excess share of the indicated percentage is sold or put up for sale on offer. for sale, in which the price requested per share may not exceed the price referred to in Article 7 (3

.

(c) If the takeover of a Company or Entity other than those referred to in (a) above is concerned, a public takeover bid shall be made when, as a result of the takeover, it has been reached at the Company concerned any of the percentages of participation indicated in the numbers 3, 4 and 5 of Article 1. In particular, the takeover of a company admitted to trading by the realization of a public takeover bid will involve the obligation to promote as many public takeover bids as companies admitted to trading where the takeover involves reaching any of the above mentioned percentages.

The public offering must be made within six months of the date of the takeover, and shall be made on the number of securities corresponding to that set out in Article 1. Article 5 of that Article, 10 per 100 of the capital of the Society concerned. The valuation rules laid down in Article 7.3 shall apply to the offer.

However, the formulation of a public procurement offer will not be mandatory when, within the six-month period, the excess share of the percentages indicated is either in the form of or is put up for sale by public offering for sale, in which the requested price per share may not exceed the price referred to in Article 7 (3

.

2. If, as a result of a reduction in capital, the participation of a shareholder shall exceed any of the percentages of participation referred to in Article 1 (3), (4) and (5), that partner shall not be able to carry out any new acquisition of shares, or other instruments which may entitle them to their subscription or acquisition, without promoting a public procurement offer under the conditions set out in the relevant number of the said article.

3. Financial institutions which, in compliance with a securities issue insurance contract, acquire a significant share in the capital of a Company whose shares are admitted to trading, shall make a bid public procurement and may not exercise the political rights of the securities thus acquired.

The public offering shall be made within six months of the acquisition, and shall be carried out on the number of securities corresponding as set out in Article 1.^or offer the valuation rules set out in Article 7.^or, 3.

However, the formulation of a takeover bid shall not be mandatory where, within the six-month period, the excess shareholding is either enaged or put up for sale by a public offering for sale.

Art. 4. Excluding excluded.

The obligation provided for in the preceding articles shall not apply in the following cases:

(a) Acquisition of the Deposit Guarantee Funds in Bank Establishments, Savings Banks or Credit Unions, the Liquidating Commission of Insurance Entities or other similar institutions legally established, in compliance with the tasks assigned to them by the provisions in force.

(b) Acquisitions to be carried out in accordance with the Forced Expropriation Act, and any other acquisitions resulting from the exercise by the competent authorities of public law powers provided for in the current regulations.

(c) Those in which all shareholders of the affected Company agree unanimously for the sale or swap of all shares representing the capital of the Company.

(d) acquisitions that occur as a result of reordering or restructuring of economic sectors when the Government's Delegated Committee for Economic Affairs agrees to this effect.

Art. 5. Public Procurement Offer in the event of a modification of the Statutes.

1. Any natural or legal person who, being the holder of shares representing more than 50 per 100 of the votes of a Company admitted to trading on stock exchange, intends, for the first time since he acquired or recovered such a percentage of voting rights, to modify the Statutes of such a Company, must first formulate a public offer of acquisition addressed to the rest of the shares with the vote of said Company. It is understood that the person who owns the said percentage of 50% of the voting rights intends to modify the Statutes of the Company, provided that the administrative body agrees to submit to the General Board a proposal for the amendment. of the Statutes.

2. However, the rules laid down in the preceding number shall not apply where shareholders representing at least the majority of the votes not held by those who would be obliged to promote the offer express in writing their agreement with the the statutory modification in question.

In particular, it will be understood that such an agreement has been expressed by the shareholders that grant their representation to the person obliged to formulate the offer to vote in favor of the modification in the corresponding General Board, always to that end, the provisions of Articles 106 and 107 of the Law on Limited Companies are complied with, with the express indication that the subsequent obligation to make a public takeover offer is known.

3. For the purpose of determining the existence and scope of the obligation laid down in this Article, the rules contained in Article 1 (6) and in Article 2 (1), (3) and (4) shall apply.^or

4. The nature of the consideration and the minimum price to which the public offer is to be made shall be fixed as provided for in Article 7 (3

.

Art. 6. Exceptions.

The Pmagazine obligation in the preceding article will not be applicable in the following assumptions:

(a) Those in which the statutory amendments are exclusive to the modification of the name or registered office, the increase of the share capital with cash contributions or the reduction of the share capital to make up for losses or to provide the legal reserve, or to be imposed by statutory or regulatory rules, or by judicial or administrative decisions.

(b) Those in respect of statutory amendments in respect of which the National Securities Market Commission, in response to prior consultation by the Company, has deemed the offer unnecessary public, in the light of the limited relevance of the planned statutory amendments.

c) When at the time of the admission to trading on the stock exchange of the Company, or before 29 July 1989, the person who would be required to make the offer shall already hold at least 50 per 100 of the the voting rights, unless subsequently their participation was below such a percentage.

(d) Where a natural or legal person has performed in the last 12 months, with a positive result, a public offering for the acquisition of the entire capital of the affected company, and as a result of that reached a share of social capital equal to or greater than 50 per 100.

Art. 7. Public Procurement Offer in case of exclusion from negotiation.

1. Where a Company having securities admitted to trading on the Exchange agrees to its exclusion from the Exchange, the National Securities Market Commission, if any, examined any procedures that the Company would have established to protect the securities. interest of the holders of the securities, will consider that the exclusion may damage the legitimate interests of such holders, may condition that the Company promotes a public offer of acquisition in the terms provided for in this Article, in order to be amortisation, except where the requirements referred to in Article 75 of the Companies Act, this amortization is not necessary.

2. The public offering shall be extended to all shares affected by the exclusion, as well as to all securities convertible into shares and other securities that entitle them to their subscription or acquisition.

However, it will not be necessary to extend the offer to those shareholders who have voted in favour of the exclusion in the General Meeting, and which, in addition, will immobilize their securities until the time of acceptance of the referred to in Article 19 of this Royal Decree. The explanatory prospectus for the public offering shall clearly express such a circumstance, and identify the values that have been frozen, as well as the identity of the holders.

3. The public offer may be made only as a purchase, and the entire consideration must be money.

The price offered, which must be the subject of an express authorization by the National Securities and Exchange Commission, and an explanation in the prospectus of the offer, may not be lower than that which is taken into account in a joint manner. and with justification of their respective relevance, at least the following criteria, appreciated with reference to the time the offer is made:

a) A theoretical book value of the Company.

b) Liquor value of the Company.

(c) Average quotation of the securities during the six-month period immediately preceding that of the exclusion application agreement, whatever the number of sessions in which they were negotiated.

d) Price of the consideration previously offered, in the event that some public takeover bid had been made in the last year, to count from the date of the exclusion request agreement.

4. Securities shall be excluded from trading when the transaction has been settled, in accordance with the provisions of Article 28.

Art. 8. " Public voluntary takeover bids.

Even if they are not binding, as provided for in the preceding articles, public bids for the acquisition of shares may be made, or other securities which may directly or indirectly entitle them to their subscription or acquisition.

When referring to securities admitted to the Stock Exchange, such public offerings must be authorized by the National Securities Market Commission and be directed to all holders of securities to which it is They are subject to the same rules and procedures laid down for the mandatory public tenders provided for in Article 1. of this Royal Decree.

Art. 9. Reduction of capital by acquisition of own shares.

Where the reduction in the capital of a listed company is made by the purchase of its own shares for depreciation, it shall apply, without prejudice to the minimum requirements laid down in Article 170 of the Treaty. the Law of Companies Anonymous, established in this Royal Decree.

Art. 10. Consideration offered.

1. Except in those cases provided for in this Royal Decree in which only consideration is given to money, public procurement offers may be made as a sale, as a swap or as both, and must ensure equality. to deal with the holders of securities that are in the same circumstances.

2. In case of purchase, the cash consideration shall be expressed as pesetas for each unit value.

3. The swaps to be proposed shall be clear as to the nature, valuation and characteristics of the securities offered in exchange, as well as the proportions in which they are to be produced.

4. In the case of a swap, only securities admitted to trading on a Spanish stock exchange or a stock exchange located in a Member State of the Organisation for Economic Cooperation and Development (OECD) or securities to be issued by the Exchange may be used for exchange. own Company, provided that its capital is fully or partially admitted to a refusal, that the issue of securities is subject to the mandatory verification and registration by the National Securities Market Commission, and that the offeror acquires the express commitment to apply for admission to trading of the new securities within a period of three months, from the publication of the offer result.

5. Where the consideration offered consists, in whole or in part, in securities to be issued by the offeror company, the management body, in the same session as it agrees to make the offer, shall agree to the call of the General Meeting, which will have to decide on the issue of the values offered in consideration.

The announcement of the meeting of the Board, provided for in Article 97 of the Law on Companies, must be published within the same time limit as set out in Article 18 of this Royal Decree for the dissemination of the content of the offer. The Board shall, on the first occasion of the first call, set itself the 15th day from the day following the publication of the notices, and shall mediate between the first and second convocation of a maximum period of forty-eight hours.

In any event, the time limit for acceptance of the offer will be extended by 15 days, from the conclusion of the General Meeting that approves the increase of capital.

The extension must be agreed upon for the maximum amount necessary to comply with the submitted offer, and with the possibility of incomplete subscription.

6. In the case provided for in the preceding number, it is understood that there is no right of preferential subscription as referred to in Article 158 of the recast of the Companies Act for the former shareholders and holders of obligations. convertible.

Art. 11. Offer guarantees.

1. Prior to the formulation of the offer, the offeror must accredit to the National Securities Market Commission the formation of the securities to ensure compliance with the obligations resulting therefrom.

2. Where the consideration offered consists of money, the guarantees may be constituted in public money or funds, or by means of credit institution.

3. Where the consideration offered consists of securities already issued, the availability of the securities and their affectation to the outcome of the offer shall be justified.

4. Where the consideration offered consists of securities to be issued by the Company, its directors shall, in relation to the General Board referred to in Article 10 of this Royal Decree, act in a non-contradictory manner. with the decision to formulate the offer. If, under the circumstances of the case, the National Securities and Exchange Commission appreciates an insufficient degree of seriousness in the formulation of the offer, it may require them to be held liable for the liabilities they may incur. the damage that could be caused if the emission of the corresponding securities is not to be produced in the intended terms. The lifting of such a course of action shall take place after the increase in capital has been agreed and, where appropriate, six months after the publication of the notices referred to in Article 18 of this Royal Decree without being accredited. by no person concerned the existence of judicial complaints relating to those responsibilities.

CHAPTER II

Offering and authorization of the offering

Art. 12. Submission of the offer.

Any natural or legal person who intends to make a public offer of securities acquisition shall request authorization from the National Securities Market Commission. The application form shall be accompanied by an explanatory brochure of the offer and the necessary documentation, in accordance with the provisions of this Royal Decree.

Such documents shall be entered by the offeror or person with the power to compel and contain the information necessary to enable the persons to whom the offer to be addressed to make a well-founded judgment.

2. Where the offeror is a legal person, the decision to promote the public offering shall be the responsibility of the administrative body, except where such decision is taken by the General Board or equivalent body itself.

Art. 13. Suspending the trading of the securities.

1. Once the application for authorization has been received, the National Securities Market Commission will agree to the precautionary suspension of the securities trading of the securities affected by the offer. The suspension agreement shall indicate that this is due to the submission of the procurement tender.

2. The precautionary suspension shall be communicated immediately to the Companies Governing the Stock Exchanges in which the securities concerned, as the case may be, to the Stock Exchange Company, and, in addition, to the General Council of the Colleges, are admitted to the Officers of the Corredores de Comerio and the General Council of the Notary.

3. During the period of suspension of securities trading, Securities Companies and Agencies and public funds shall be required to inform the Governing Companies of the Stock Exchanges of which they are members or of the Securities Exchange. corresponding College, as appropriate, no later than the day following the operation, the operations on the securities affected by the suspension in which they have intervened, with an indication of the transferee and the acquirer, the title or cause of the transmission, date of transmission, and consideration received. The following information shall be communicated to the National Securities Market Commission by the Entities Governing Bodies and Colleges, within two days from the date on which they were aware of the transactions.

4. The precautionary suspension shall be without effect on the day following the publication of any of the announcements of the public offering referred to in Article 18, or where the National Securities Market Commission so provides.

Art. 14. Limitation of the performance of the management body of the Society concerned and those of its group.

1. On the basis of the publication of the suspension of the negotiation of the shares of the Company concerned and until the publication of the result of the offer, the management body of the affected company shall refrain from carrying out or making any transactions which are not themselves of the ordinary business of the Company or which are primarily intended to disrupt the development of the offer, and must at all times make the interests of the shareholders prevail over their own interests.

In particular, you cannot:

(a) Agree to the issuance of shares, obligations of any kind and other securities or instruments that entitle the subscription or acquisition of such securities, except in the case of executing prior concrete agreements; authorised by the General Board.

b) Direct or indirectly perform operations on the securities affected by the offer in order to disturb the offer.

c) Proceed to the disposal, lien or lease of real estate or other social assets, when they may frustrate or disrupt the public offering.

2. The limitations set out in the preceding number shall also apply to the Societies of the group of the Society concerned and to those who may act in concert with it.

Art. 15. Contents of the prospectus.

1. The explanatory prospectus for the offer, which must be subscribed in all its sheets per person with sufficient representation, shall be drawn up in such a way as to make it easy to analyse and understand its content, including the following information:

I. Subjective elements of the offering:

(a) Denomination and address of the Society concerned.

(b) The name and address of the offeror, where he is a legal person, name or social name, address and social object.

c) Entities belonging to the same group as the offeror, indicating the structure of the group.

d) Pesones responsible for the prospectus.

e) Relation of the securities of the affected company to which the offeror, the companies of the same group, other persons acting on behalf of the offeror or in concert with him, are directly or indirectly holders of the securities the offeror a legal person, the members of its administrative bodies, with an indication of the voting rights corresponding to the securities and the date and price of those acquired in the last 12 months.

(f) where the offeror is a Company, the securities of that Company held by the Society concerned, with an indication of the voting rights applicable to them.

g) Eventual agreements, express or otherwise, between the offeror and the members of the management body of the Company concerned; specific advantages which the offeror has reserved for such members; and, if any of the previous circumstances, reference to the securities of the offeror company held by such members.

h) Information about the economic and financial situation of the offeror company, with the identification of its assets, turnover, total assets, indebtedness and results, and express reference to any savings or a relevant indication of the audit reports in relation to them. Where the offeror company is part of a group, the information referred to above shall relate not only to the offeror company but also to the financial statements of the consolidated group.

II. Objective elements of the offering:

a) Values to which the offering extends.

b) The benefit offered by the values.

(c) When the consideration consists wholly or partially in exchange for other securities issued by the Company other than the offeror, it shall be included in the prospectus:

Information on the economic and financial situation of the issuing company, in detail similar to that referred to in point (g) of the preceding item, in such a way as to make it possible to form appropriate judgment on the value estimate offered.

Rights and obligations that incorporate the securities, with express reference to the conditions and the date from which they entitle them to participate in benefits, as well as express mention of whether or not they enjoy voting rights.

Assessment by independent expert.

(d) The maximum number of securities to which the offer extends and, where applicable, the minimum number of securities to which the offer's effectiveness is conditioned. In the latter case, the difference between the maximum and minimum number of values shall be equal to or greater than 20 per 100 of the maximum number referred to.

e) Guarantees constituted by the offeror for the settlement of its offer.

(f) Statement concerning a possible future indebtedness of the offeror as well as, where applicable, the Company concerned for the financing of the offer.

III. Formal elements:

a) Time to accept the offer.

b) Forcing to be met by the recipients of the offer to express their acceptance, as well as the form and time within which they will receive the consideration.

c) Expenses of acceptance and settlement of the offer that are of account of the recipients, or distribution of the same between the offeror and those.

d) Designation of Securities and Exchange Companies or Agencies acting on behalf of the offeror.

IV. Other information:

a) Finality pursued with the acquisition, expressly mentioning the intentions of the offeror on the future activity of the affected Society. Any plans relating to the use of the assets of the Society concerned and those relating to the management bodies of the Society concerned, as well as the amendments to the Statute of the Society concerned, shall be included as appropriate. and initiatives with respect to the listing of the securities of that Company.

(b) Whether or not the outcome of the offer is affected by Law 16/1989 of 17 July of the Defence of Competition or by Regulation (EEC) No 4064/1989 of the Council of the European Communities, and where appropriate, any action to be taken or to be initiated by the offeror before the competition authorities, with an indication of their possible consequences in accordance with Articles 37 and 38.

2. The prospectus may contain any other information that the offeror considers appropriate to include.

The National Securities Market Commission may require the offeror to include in the prospectus how much additional information it deems necessary, and to provide the appropriate supplemental documentation. The Commission may also include warnings and considerations in the prospectus to facilitate its analysis and understanding.

3. The National Securities Market Commission may exempt from the obligation to include in the prospectus some of the information mentioned in this article when they are not available to the offeror, provided they do not affect facts or circumstances essential to formulate a well-founded judgment on the offer.

Art. 16. Documentation to accompany the offer brochure.

1. In addition to the offering's explanatory brochure, the following documentation shall be provided:

a) Proof of the offer guarantee.

b) Authorization or administrative verification, if the operation requires it.

c) Model of the ads to be published in accordance with Article 18.

2. In the case where the offeror is a legal person:

(a) Certificate of the agreement to promote the public procurement offer adopted by the competent body.

b) Certification of the Commercial Register of the constitution of the offeror company and subsequent statutory amendments.

(c) Audit of accounts of the financial statements of the offeror and, where appropriate, of its group, at least for the last financial year closed or approved.

3. Where the consideration consists of securities already issued by a Company other than the offeror, audit of the accounts of the financial statements of the issuing company and, where appropriate, of its group, at least for the last financial year, as the data provided for in paragraph (b) of the preceding number.

Art. 17. Authorization of the offer.

1. The National Securities Market Commission will examine the prospectus filed and the documentation attached thereto, authorizing or denying the offer. The Commission may obtain from the offeror the contribution of the necessary additional information.

2. The refusal agreement must be reasoned and substantiated in the non-compliance with the provisions of this Royal Decree or Law 24/1988 of 28 July of the Stock Market and other applicable regulations.

3. The authorisation or refusal agreement shall be adopted within 15 working days of receipt of the request or, where appropriate, of the additional information required.

According to the provisions of article 16 of the Securities Market Law, the agreement of the National Securities Market Commission will end the administrative path, with the jurisdiction of the jurisdiction of the Court of Justice. Administrative-litigation.

4. The National Securities Market Commission shall communicate the agreement adopted to the offeror, the Society concerned, and the Company of the Bags or the Society of Bags, as well as to the General Council of the Official Colleges of Commerce and the General Council of Notaries.

Art. 18. Publication of the offer.

1. Once the applicant has been notified of the authorization, it shall, within a maximum of five working days, be required to publish the tender and the general public. To this end, the corresponding notices shall be published in the "Official Gazette of the Trade Register", in the "Bulletin of the Quotation" of the Stock Exchanges where the securities concerned are admitted to trading and in at least two newspapers, one of them for national dissemination and the other one among those with the highest circulation at the place of domicile of the Society concerned.

2. The notices, the repetition or extension of which may be required by the National Securities Market Commission, shall contain the essential information of the public offering contained in the prospectus and shall indicate the places in which the prospectus and documentation are are available to interested parties.

3. In any event, the offeror, from the day following the publication of the first notice, shall make copies of the prospectus for the offer available to the interested parties, as well as the documentation to accompany the prospectus provided for in the Article 16 of this Royal Decree by depositing them, at least, in the Companies Rector of the Stock Exchanges in which the affected securities are admitted to trading, at the address of the offeror, in that of the Society concerned and in the Securities and Exchange Companies or Agencies acting on behalf of the offeror.

Art. 19. Deadline for acceptance.

1. The time limit for the acceptance of the tender shall be fixed by the offeror, not less than one month and no more than two months from the date of publication of the first notice referred to in Article 18.

2. Provided that the maximum limit set in the preceding paragraph is not exceeded, the promoter of the offer may extend the period initially granted, subject to the authorization of the National Securities Market Commission and prior notice of the extension of the the same means in which the notice of the tender was published, in advance of at least three days at the end of the initial period.

Art. 20. Report of the management body of the Society concerned.

1. The management body of the Society concerned shall draw up a detailed report on the public procurement tender, which shall contain its observations in favour or against, and expressly state whether there is any agreement between the The company concerned and the offeror, or between it and the members of the management body of that company, as well as the opinion of the offeror, and the intention to accept the offer for those who are the holders of the securities concerned.

2. The report of the management body of the Society concerned shall be published in any of the forms provided for in Article 18.1 by the Company itself within the maximum period of 10 days from the date of receipt by the Company of the communication referred to in Article 17.4. Prior to publication, it shall be forwarded to the National Securities Market Commission for incorporation into the public offering file, and to the representation of the workers of the Society concerned.

CHAPTER III

Modification, withdrawal, and cessation of the effects of the offer

Art. 21. Irrevocability of the offer.

The takeover bids shall be irrevocable without any modification, withdrawal or cessation of effects, but in the cases and form provided for in this Royal Decree.

Art. 22. Modifying the features of the offering.

1. The characteristics of the offer may be modified at any time prior to the last seven working days provided for acceptance, provided that such review involves a more favourable treatment for the addressees of the offer, either because extend the initial offer to a higher percentage of the capital, because it improves the supply offered. The amendment shall respect the principle of equal treatment for all recipients who are in equal circumstances.

2. The legally adopted amending decision will be credited by the person who has promoted the offer by means of a document containing in detail the modifications of the characteristics of the offer, with an express reference to each of the points the initial prospectus to which they affect and with detailed and separate mention of the causes of the change. The modifications shall be described with the same accuracy, extent and accuracy as the modified points.

3. The modification of the terms of the offer must be submitted to the National Securities Market Commission, with the deadline for acceptance of the offer automatically extended by seven days.

The National Securities Market Commission, deemed necessary for the best analysis of the proposed modification, may further extend the deadline for acceptance of the offer, with such extension published in the provided for in Article 18.

4. Approved by the National Securities Market Commission, the amendment shall be published in the manner provided for in Article 18 before the end of the offer acceptance period, extended in accordance with the provisions of number 3.

5. It shall apply to the amendment as provided for in Article 20, but the time limit for the issue of the report of the administrative body shall be five days from the date of receipt of the communication relating to the amendment.

6. Unless otherwise expressly stated, subject to the same conditions as are laid down for the acceptance of the first tender, the addressees of the tender which would have accepted it prior to its amendment shall be deemed to adhere to the revised offer.

7. The above figures are without prejudice to the provisions of the case for competing offers, in which case it will be in accordance with Chapter V of this Royal Decree.

Art. 23. Limitation of the performance of the offeror and automatic modification of the offer.

1. Where the consideration of the offer consists of securities, or cash and securities, the offeror may not acquire securities of the affected Company until the publication of the outcome of the offer.

2. Where the consideration of the offer consists exclusively of money, the acquisition by the offeror, from the presentation of the offer to the National Commission of the Market of Securities to the publication of its results, of values object of the offer for a price higher than that set out in the prospectus or in its amendments, will automatically determine the price increase offered up to the highest of those satisfied, and that the minimum and maximum limits to which it may be the offer has been secured. In such cases, the guarantees already provided should be extended as appropriate.

3. Where the public takeover bid had not been extended to all the securities of the Company concerned and had a positive result, the offeror, within a period of six months, has since the publication of the result of the offer, may not acquire securities of the Company concerned, directly or in a concerted manner, without making any new public procurement offer, under the same conditions as the previous one, but directed at all the securities of the Company concerned. After that period, the general rules laid down in Article 1 of this Royal Decree shall apply.

Art. 24. Withdrawal and cessation of supply effects.

1. The offeror may only withdraw the offer in the following cases:

(a) When a competing bid is submitted, as provided for in Chapter V.

b) When the General Board of the offeror Company adopts an agreement contrary to the proposed increase in social capital, in the event that the securities offered in exchange are reissued.

c) In the case provided for in Article 37.2 (b) and (c).

(d) When, for exceptional circumstances beyond the offer of the offeror, the offer cannot be made, provided that it is obtained in accordance with the National Securities Market Commission.

2. Without prejudice to the provisions of Article 2 (2), the offer shall be without effect if it is not accepted by the minimum amount of capital to which it would have been conditional, except where the offeror at the settlement stage resigns. to the condition by acquiring all the offered values.

3. The decision to desist from the offer, with express and detailed indication of its motive, shall be communicated immediately by the offeror to the National Securities Market Commission. The other causes which leave the offer without effect shall also be communicated.

Such communications shall be made public in the manner provided for in Article 18.1, within the maximum period of two days after they were received by the National Securities Market Commission.

4. Once the withdrawal of the offer has been published or the cause that leaves it without effect, the acceptances that have been lent to it, running in charge of the offeror the expenses caused by the acceptance, will be ineffective.

CHAPTER IV

Acceptance of the offering and settlement of operations

Art. 25. Offer acceptance declaration.

1. Statements of acceptance of the offer may be made through any Company or Securities and Exchange Agency, and should be made in accordance with the prospectus. The members of the market shall communicate to the respective Governing Societies the acceptance statements received and the offeror through the representatives appointed in the prospectus.

2. Except as otherwise provided in this Royal Decree, the declarations of acceptance shall be irrevocable, without validity if they are subject to condition.

Art. 26. Information about the acceptances received.

1. During the period of acceptance, the offeror and the Company Rector of the Stock Exchange in which the securities concerned are admitted to trading shall provide the National Securities Market Commission with information, when requested, on the number of accepted acceptances from which they were aware.

2. During the period laid down in the preceding number, the persons concerned may obtain information on the number of acceptances presented either in the offeror's registered office or in the address of their representatives.

Art. 27. Publishing the outcome of the offering.

1. After the period of acceptance indicated in the prospectus or resulting from its extension or modification, and within a period of not more than five days, the Rector Companies shall report to the National Securities Market Commission the total number of values included in the accepted declarations of acceptance.

2. Known to the National Securities Market Commission, the total acceptances, will communicate within three days to the Companies Rector of the Stock Exchanges in which the securities are admitted to the negotiations and, if necessary, to the Society of Exchanges, the offeror and the Company concerned the positive or negative result, as the minimum number of titles indicated in the tender has been reached or not. The Company will publish this result, with its specific scope, the following day in the "Quote: s".

Art. 28. Settlement of the public offering.

1. Any public takeover bid which would have reached a positive result, when the consideration consists of money, shall be settled following the same scheme as the spot transactions, considering the date of the relevant transaction stock on the day of publication of the result of the offer in the "Quote Bulletin".

2. Where the consideration has been in a securities swap, the public takeover bid shall be settled in the form provided for in the prospectus.

3. Liquidated the operation, the National Securities Market Commission will authorize the lifting of the guarantee offered. Partial reductions of the same may be agreed as soon as they are not detrimental to the pending settlement process.

Art. 29. Distribution and proration rules.

1. Where the total number of securities included in the acceptance declarations has exceeded the maximum bid limit, the following rules shall apply for the settlement of the transaction:

1. Linear Distribution:

The distribution will begin by awarding to each acceptance an equal number of titles, which will be the one that results from dividing the 25 by 100 of the total of the offer between the number of acceptances.

Acceptances that have been made by a number of values lower than that referred to in the preceding paragraph shall be fully addressed.

A single acceptance shall be considered as a single acceptance, directly or indirectly, by a single natural or legal person.

2. Excess Distribution:

The amount not awarded according to the previous rule will be distributed proportionally to the number of values included in each acceptance.

2. The Securities Companies of the Stock Exchanges will coordinate their actions to determine the number of values to be awarded to each acceptance in the cases in which, the rules of distribution and the apportionment of the paragraph should be applied. above, the offer object values are admitted to trading on multiple Bags.

Art. 30. Negative result of the offer.

1. If the offer is not effective because the minimum number of securities to which it has been conditioned is not reached, the entities or persons who have received the acceptances on behalf of the offeror shall be obliged to return the securities to the proof of ownership of the securities that would have been given to them by the acceptors.

All expenses for the return will be on behalf of the offeror.

2. The offeror, the companies belonging to their group, the members of their management board, their senior management staff and those who have promoted the offer on their own behalf but on behalf of the offeror or in a concerted manner with the latter, may promote another public offering of acquisition in respect of the same securities until six months after the date of publication of the result of the non-effect of the offer, or acquire securities during that period in the amount to be determined by the obligation to make it.

CHAPTER V

Competing Offerings

Art. 31. Definition.

Competing bids shall be considered to be public takeover bids that affect securities on which, in whole or in part, another public offer of securities has previously been submitted to the National Securities Market Commission. the acquisition of which the period of acceptance is not completed, provided that the requirements of Article 33 are met.

Art. 32. Authorisation of the competing bid.

1. The National Securities Market Commission will authorize competing public bids as long as they comply with the general provisions of this Royal Decree and the specific provisions contained in this chapter.

2. Persons acting in a concerted manner with the offeror or belonging to the same group and those who, directly or indirectly, act on behalf of him, may not submit a competing offer of the initial offer.

3. If the competing offer is submitted prior to the publication of the notices of an offer prior to those referred to in Article 18, the National Securities Market Commission shall inform the new offeror, stating that his/her will remain subject to the own system of competing offers and shall suspend its processing until the prior offer has been approved.

Published the first offer, the National Securities Market Commission will give a deadline of 15 days to the offeror who promoted the competing offer to ratify the conditions of this or, where necessary, to improve them in the form that determines the following item.

Art. 33. Conditions of the competing bid.

Any competing offer must meet at least the following requirements:

(a) To be submitted within 15 days of the publication of the notices referred to in Article 18, relating to the last preceding offer.

b) That is, at least, the same number of values as the last preceding offer.

c) To improve the last precedent, either by raising the price or the value of the consideration offered in at least 5 per 100, or by extending the offer to a number of values greater than 5 per 100 of that.

d) The consideration, in any case, must be in cash.

(e) The time limit for acceptance is one month from the publication of the first notice referred to in Article 18. If the time limit for acceptance of the preceding tender is terminated after the offer of the competitor, the time limit for the tender shall be extended until the end of the tender offer.

Art. 34. Revocation of the acceptance declarations.

Once the ads for the last competing offer have been published, the acceptance statements that would have occurred with respect to the offer or offers above may be revoked.

Art. 35. Extension of the deadline for acceptance.

Unless, in accordance with the provisions of the following Article, the offeror or offerors decided to withdraw their offer, the time limit for acceptance of the offer shall be automatically extended until the expiry of the period of acceptance of the last competing offer.

Art. 36. Withdrawal and modification of the preceding offer.

1. The notice of a competing offer shall entitle the offerors of the foregoing to withdraw them, and must announce it by the means laid down in Article 18.

2. Only the initial bidder, if it does not withdraw its offer, may modify its terms, provided that it meets the following requirements:

a) That the conditions of the competing offer or offers improve, either by raising the price or the value of the consideration offered by the best of them by 5 per 100, at least, well by extending the initial offer to a number of higher values in at least 5 per 100 to that of the maximum of the competitors.

b) You obtain authorization from the National Securities Market Commission and disseminate the new terms of the offer in the manner determined by Article 18.

3. The modification of the offer referred to in the preceding number shall not entail an extension of the time limit for acceptance as applicable in accordance with Articles 33, e) and 35 of this Royal Decree.

CHAPTER VI

Concentration operations

Art. 37. Procedure before the Spanish organs of defence of the competition.

1. Once the application for authorization referred to in Article 12 has been filed with the National Securities Market Commission, and within the following five days, the offeror may voluntarily notify the same to the Defense Service. of the Competition, in accordance with the provisions of Article 15 of Law 16/1989 of 17 July of the Defence of Competition, provided that it has not been carried out before.

Without prejudice to the foregoing paragraph, the National Securities Market Commission, within five days of the notice and if it considers that the circumstances provided for in Article 14 of the Law 16/1989, may put the offer to the knowledge of the Service of Defense of the Competition, who, if appropriate in accordance with that article, may propose to the Minister of Economy and Finance the referral of the draft to the Court of Defence of Competition.

2. If the offeror's voluntary notification of the offer occurs, it is subject to condition, which will produce the following effects:

(a) If, before the expiry of the period of acceptance of the offer, the tacit approval of the operation is produced in accordance with the provisions of the second paragraph of Article 15 (4) of Law 16/1989, the offer shall have full effects.

(b) If before the expiration of the offer acceptance period recesses the government's resolution, it shall be as appropriate.

If the government does not object to the concentration, the offer will have full effects. The same rule applies if the Minister for Economic Affairs and Finance, before a month of voluntary notification, expressly decides not to refer the case to the Court of Defense of the Competition.

If the government is opposed to the proposed transaction, the offeror must withdraw the offer, in accordance with the provisions of Article 24.

If the government is to subject its authorization to compliance with any conditions, the offeror may withdraw in general, except when in view of the limited relevance of the conditions imposed by the government, the Commission National of the Stock Market, hearing that, will not authorize withdrawal.

(c) If no express or tacit resolution has been passed before the expiration of the offer acceptance period, the offeror may withdraw the offer.

In the specific case of the Minister of Economy and Finance referring the actions to the Competition Defense Tribunal, the Competition Defense Service, on the same day as the referral, must notify the bidder. In this case, if the offeror decides to desist from the offer, it must be brought to the attention of the National Securities Market Commission the day after receiving the notification referred to in the preceding paragraph.

3. In the event that the initiation of proceedings before the Court of Defence of Competition resulted from the referral of the project by the Minister for Economic Affairs and Finance without any voluntary notification, the provisions of the procedure will be previous number, although there will be no place of tacit authorization.

4. The effects arising from the processing of a file before the competition authorities and, where appropriate, the withdrawal shall be published by the means provided for in Article 18, within the maximum period of two days after the end of the the time limit for acceptance, after communication to the National Securities Market Commission.

Art. 38. Community dimension concentration operations.

Where the takeover bid may involve the existence of a concentration of Community dimension, as provided for in Regulation (EEC) No 4064/1989 of the Council of the European Communities of 21 December 1989, December 1989 (OJ L 257, 21 September 1989), the provisions of that Regulation and, in particular, the system of suspension of the concentration provided for in Article 7 thereof shall apply.

CHAPTER VII

Monitoring, inspection, and sanction regime

Art. 39. Supervision, inspection and sanction.

Persons or entities that promote a public offering of acquisition, the affected companies, the securities companies and agencies and the Stock Exchange acting on behalf of the offeror, the administrators of any of the entities mentioned above and any other person who directly or indirectly intervenes on behalf or in a concerted manner with those in the public offering will be subject to the regime of supervision, inspection and sanction of Law 24/1988, of 28 June, on the Stock Market.

Art. 40. Suspension of political rights.

1. Without prejudice to the application of the penalties referred to in the preceding article, who acquires shares in a company whose share capital is admitted to trading on a Stock Exchange and reaches or exceeds the percentages established in the Article 1. No prior to the promotion of a public procurement offer, it shall not exercise the political rights deriving from the shares thus acquired or which it acquires in the future without promoting the corresponding public procurement offer. The same limitation shall affect those who acquire securities or instruments which may directly or indirectly entitle the subscription or acquisition of shares, once the subscription or acquisition of shares has actually occurred, and those who have entered into the enjoyment of political rights in the event of usufruct or pledge of shares.

For these purposes, the following actions are considered as political rights: The right to attend and vote in the General Boards; the right of information; the right of preferential subscription; the right to be part of the Society's governing bodies; the right to challenge social agreements, unless they are contrary to the Law, and, in general, all those who do not have exclusively economic content.

2. In the case of mergers and takeovers referred to in Article 3 (1), the suspension of political rights shall take place immediately in the case referred to in point (a) of that number. In the case referred to in points (b) and (c) of that number, the suspension of political rights shall not take place as long as the six-month period provided for in both paragraphs is not concluded without the public offering of the purchase being made, disposal or public offering of sale.

3. The person who acquired the shares in breach of the obligation to make a public takeover offer may only recover the political rights corresponding to them by formulating a public procurement offer on the other shares of the Company, in which the price is fixed in accordance with the provisions of Article 7. °, or by obtaining the unanimous consent of the other shareholders, expressed individually.

4. The mere resale of acquired shares with an infringement of the obligation to make a public takeover offer shall not prevent the application of the relevant administrative penalties or allow the exercise of the political rights of the shares. irregularly acquired and that they would not have been drawn up. The acquirer of the shares under resale may exercise only the political rights corresponding to those rights, where the acquirer does not retain any of the links referred to in Article 2 (1) of the Treaty. Present Royal Decree.

5. Agreements adopted by the organs of a Company shall be void where, in order to establish such bodies or the adoption of such agreements, it would have been necessary to compute the actions whose political rights are suspended in accordance with the provisions of the present chapter.

The National Securities Market Commission will be legitimized for the exercise of the corresponding impeachment proceedings, in accordance with the provisions of Article 60 of Law 24/1988, of the Securities Market, without prejudice to the the legitimation that may correspond to other persons.

When the National Securities and Exchange Commission disputes the agreements of the Board of Directors of the affected company, the time limits for the directors and shareholders of Article 143 shall not apply. of the recast text of the Law on Anonymous Societies.

Art. 41. Duty to abstain.

Companies and Securities Agencies, as well as public servants, who in the course of their activities or by reason of their functions have knowledge of an operation that may infringe the rules of public offers of acquisition, they must refrain from intervening in them.

ADDITIONAL DISPOSITION

The Ministry of Economy and Finance, and with its express rating, the National Securities Market Commission will be able to dictate how many provisions are necessary for the development of this Royal Decree.

TRANSIENT PROVISIONS

First.

The public procurement bids for which the communication referred to in Article 7. of Royal Decree 279/1984 of 25 January 1984 had been produced before the entry into force of this Royal Decree shall be governed by the provisions of this Article.

Second.

When the offeror holds 29 July 1989 of shares or other securities of the Company concerned representing a percentage of capital equal to or greater than 20 per 100, the minimum number of securities to be extended the public offer referred to in Article 1 (a) shall be 5 per 100.

REPEAL PROVISION

Royal Decree 279/1984 of 25 January 1984, which repeals Royal Decree 1848/1980 of 5 September 1980, is hereby repealed and a new regulation of public tenders for the acquisition of transferable securities is hereby established, and the (e) of the fifth additional provision of Royal Decree 726/1989 of 23 June 1989 on Collecting Societies and Members of the Stock Exchanges, the Stock Exchange and Collective Bail, as well as all other provisions of equal or lower rank object to the provisions of this Royal Decree.

FINAL DISPOSITION

This Royal Decree shall enter into force in accordance with the general rules laid down in the Civil Code.

Given in Madrid to July 26, 1991.

JOHN CARLOS R.

The Minister of Economy and Finance,

CARLOS SOLCHAGA CATALAN