SECURITIES COMMISSION ACT 1993

MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 1998

ARRANGEMENT OF CODE

PART III
PARTIAL OFFERS
Partial offers

PARTIAL OFFERS Partial offers 11.

(1) Unless otherwise approved by the Commission in writing, no person shall make a partial offer.

(2) An offeror in a partial offer shall offer to acquire the same percentage of voting shares to which the take-over offer relates from all offeree shareholders.

(3) An offeror in a partial offer shall accept all acceptances from all offeree shareholders who wish to accept the take-over offer up to the percentage of voting shares proposed to be acquired by the offeror.

(4) Where an offeror in a partial offer obtains acceptances totalling more than the percentage of voting shares offered to be acquired in the take-over offer but less than that required to give effect to subsection (3), the offeror shall accept such voting shares in the same proportion from each offeree shareholder who has accepted the offer in excess of the percentage of voting shares proposed to be acquired by the offeror to the extent necessary to enable the offeror to obtain the total percentage of voting shares for which the offeror has offered to acquire.

(5) Unless otherwise approved by the Commission in writing, an offeror in a partial offer or any person acting in concert with such offeror shall not acquire any voting shares to which the take-over offer relates during the offer period other than by acceptances of the take-over offer.

(6) Unless otherwise approved by the Commission in writing, an offeror in a partial offer who has obtained the level of acceptances specified in the take-over offer or any person acting in concert with such offeror shall not acquire any voting shares that had been the subject of the take-over offer during the period of twelve months beginning from the end of the offer period.

(7) Where an offeror makes a partial offer which would result in the offeror and any person acting in concert with the offeror holding in aggregate more than 33% but not more than 50% of any class of voting shares of the offeree, the offeror –

(a) shall state in the offer document, the number of such voting shares offered to be acquired in the take-over offer; and
(b) shall ensure that the offer document in the take-over offer contains a condition that the offeror shall not make a declaration that the take-over offer is successful unless the offeror has received acceptances for not less than that number of voting shares of the offeree as stated in paragraph (a).

(8) Where the offeror makes a partial offer that would result in the offeror and any person acting in concert with the offeror holding in aggregate more than 33% but less than 100% of any class of voting shares of the offeree, the offeror shall in addition to the requirements of subsection (7), ensure that the offer document contains a condition that the offeror shall not make a declaration that the take-over offer is successful unless the offeror has received a vote of approval of the take-over offer by offeree shareholders holding in aggregate more than 50% of such class of voting shares of the offeree.

(9) The Commission may exempt any person from the requirement under subsection (8) if the take-over offer has been accepted by one offeree shareholder holding more than 50% of such class of voting shares.

(10) Where a partial offer may result in the offeror and any person acting in concert with the offeror holding in aggregate more than 50% but less than 100% of any class of voting shares of an offeree, a prominent statement shall be included by the offeror in the offer document advising offeree shareholders that if the take-over offer succeeds, the offeror may further acquire such class of voting shares without having to make a mandatory offer under Part II.