SECURITIES COMMISSION ACT 1993
MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 1998
ARRANGEMENT OF CODE
|Application of this Part|
MANDATORY OFFERS Application of this Part 6.
(1) This Part applies to –
Nothing in this Part shall apply to –
(3) For the purposes of this section “promoter” and “prospectus” have the same meaning as are assigned to those expressions in the Companies Act 1965. (4) An acquirer to whom this Part applies shall extend an offer to the offeree shareholders in accordance with the requirements of this Code.
|Management of the affairs of an offeree by an acquirer|
|MANDATORY OFFERS Management of the affairs of an offeree by an acquirer |
7. An acquirer shall not –
(a) appoint any director to the board of directors of the offeree; or
(b) exercise the voting rights attached to the voting shares which have been acquired by the acquirer,
before the acquirer sends an offer document in accordance with subsection 13(7) to offeree shareholders.
|Condition of a mandatory offer|
MANDATORY OFFERS Condition of a mandatory offer 8.
(1) Unless otherwise approved by the Commission in writing, an offeror shall not include any other condition in a mandatory offer other than the condition specified under subsection 17(1).
(2) Where the offeror has acquired more than 50% of the voting shares of the offeree, the mandatory offer shall not contain the condition specified under subsection 17(1).
|Nature of the consideration for a mandatory offer|
|MANDATORY OFFERS Nature of the consideration for a mandatory offer |
9. (1) An offeror shall ensure that the consideration for the mandatory offer that is to be paid, or provided, for the acquisition of the voting shares to which the mandatory offer relates shall –
(a) consist solely of a cash sum ;or
(b) where there is more than one consideration, one consideration shall consist solely of a cash sum.
(2) Where an offeror obtains control in a company by way of a share exchange, the offeror shall ensure that the consideration for the mandatory offer includes a cash sum.
|Resignation by directors|
MANDATORY OFFERS Resignation by directors 10.
A person who intends to sell his or its voting shares to an acquirer shall not resign as director or cause a director who is accustomed to act in accordance with his or its directions or instructions to resign, as the case may be, from the board of directors of the offeree until the first closing date of the take-over offer or the date when the take-over offer becomes or is declared unconditional as to acceptances, whichever is the later.