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GUIDELINES AND REGULATIONS
 

 

 

SECURITIES COMMISSION ACT 1993

MALAYSIAN CODE ON TAKE-OVERS
AND MERGERS 1998



ARRANGEMENT OF CODE

PART I
PRELIMINARY
1. Short title and commencement
2. Interpretation
3. Service by post
4. Application of Parts of the Code
5. Principles

PART II
MANDATORY OFFERS
6. Application of this Part
7. Management of the affairs of an offeree by an acquirer
8. Condition of a mandatory offer
9. Nature of the consideration for a mandatory offer
10. Resignation by directors

PART III
PARTIAL OFFERS
11. Partial offers

PART IV
ANNOUNCEMENTS, WRITTEN NOTICES
AND DOCUMENTS TO SHAREHOLDERS
12. Announcements
13. Offer document
14. Offeree board of directors' comments on the take-over offer
15. Independent advice circular
16. Profit forecasts and asset valuation

PART V
TERMS OF OFFER
17. 50% condition
18. Voluntary take-over offers shall not be subject to certain conditions
19. Fulfilment of conditions
20. Offer price
21. Nature of the consideration

PART VI
TIMING OF OFFER
22. Duration of offer
23. Revisions of a take-over offer
24. Closing of take-over offers
25. Announcement of acceptances

PART VII
OBLIGATION OF OFFEROR IN RELATION TO OFFER
26. Identity of offeror, persons acting in concert and ultimate offeror
27. Evidence of ability to implement the take-over offer
28. Favourable deals
29. Comparable take-over offers for more than one class of share capital
30. Treatment of convertible securities
31. Compulsory acquisition
32. Sales and disclosure of dealings by offeror etc. during offer period
33. Restrictions if take-over offer is withdrawn or lapses

PART VIII
OBLIGATION OF OFFEREE IN RELATION TO OFFER
34. Information to competing offeror
35. Frustration of offers by a board of directors of the offeree
36. Disclosure of dealings by offeree etc. during offer period
37. Prompt registration of transfers

PART IX
GENERAL
38. False or misleading information etc
39. Submission of information and compliance with directions
40. Extension of time
41. Contravention of requirements, directions, restrictions and conditions
42. Repeal and transitional

SCHEDULE 1
INFORMATION AND STATEMENTS REQUIRED TO BE INCLUDED IN A TAKE-OVER OFFER DOCUMENT


SCHEDULE 2
INFORMATION AND STATEMENTS REQUIRED TO BE INCLUDED IN AN INDEPENDENT ADVICE CIRCULAR


SCHEDULE 3
FORM 1 : NOTICE TO DISSENTING SHAREHOLDER
FORM 2 : NOTICE TO SHAREHOLDER WHO HAS NOT ACCEPTED THE TAKE-OVER OFFER