The Malaysian Code on Take-Overs and Mergers 1998 (the Code) |
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Application of Sections 32 and 36 of the Malaysian code on Take-overs and Mergers 1998 (the Code) on nominee companies |
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1) |
Would the SC consider exempting a nominee company who acts as mere bare trustee of a pool of beneficial owners of shares in a particular company, from the definition of a "substantial shareholder" for the purpose of disclosure requirements under Sections 32 and 36 of the Code? |
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2) |
Is the SC's approval required for the above-mentioned exemption? |
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Would the SC's new policy on the application of the definition "substantial shareholder" on nominee companies, negate the obligation of the ultimate beneficial owners of shares under the accounts of the nominee companies who act as mere bare trustees, from the disclosure requirements under the Code? |
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4) |
What is the substantial-shareholding threshold for the purpose of disclosure requirements under Sections 32 and 36 of the Code? |
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5) |
Would purchase/acquisition of voting shares which has been previously exempted from a mandatory offer (MO) obligation under the Code (the first exempted transaction), amount to a "disqualifying transaction" in the consideration of a subsequent application for exemption under PN2.9.1 of the Code, which arises from a transaction that follows shortly after the first-exempted transaction ? |
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6) |
How does the requirements under Practice Note (PN) 2.2 of the Code apply? |
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7) |
Would PN 2.2 be applicable to a person, whom already having effective control in an upstream entity, further acquires voting shares in such upstream entity? |
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8) |
Would MO obligation apply to a person in both upstream and downstream companies arising from him acquiring control in the upstream company, a private company that does not fall within PN 1.2 of the Code but has a controlling stake in the downstream company? |
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9) |
Would the disapplication of the mandatory offer provisions under subsection 6(2)(a) of the Malaysian Code on Take-overs and Mergers 1998 (Code) apply to a situation where promoters/substantial shareholders intend to consolidate their shareholding of more than 33% of voting shares into a holding company, prior to the issuance of a prospectus for an initial public offer of voting shares whereby the shares were initially allotted to the promoters/substantial shareholders in accordance with a proposal pursuant to a listing exercise? |
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10) |
What information should be included in the undertaking letter from the remaining shareholders of an acquiree company, to be submitted by an applicant, for the purpose of an application for exemption from the mandatory offer (MO) obligation under Practice Note (PN) 2.9.6 of the Malaysian Code on Take-overs and Mergers 1998 (Code)? |
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Exemption from mandatory offer obligation arising from the exercise / conversion of convertibles in the indefinite future |
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11) |
Would SC consider, in advance, an application for exemption from a mandatory offer obligation arising from the exercise / conversion of convertibles in the indefinite future? |
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Clarification on the application of Section 6(2)(a) of the Code |
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Further flexibility to the application of section 20(5) of the Take-overs Code, in respect of settlement period of offer consideration |
