SECURITIES COMMISSION ACT 1993

MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 1998

ARRANGEMENT OF CODE

PART IV
ANNOUNCEMENTS, WRITTEN NOTICES
AND DOCUMENTS TO SHAREHOLDERS
Announcements

ANNOUNCEMENTS, WRITTEN NOTICES
AND DOCUMENTS TO SHAREHOLDERS
Announcements 12.

(1) A person who intends or proposes to make a take-over offer for the voting shares of a company shall immediately announce the fact of the proposed offer by a press notice.

(2) In the case of a voluntary offer, the person referred to in subsection (1) shall simultaneously send a written notice containing the information that is specified in subsection (4) to –

(a) the board of directors of the company or an adviser designated by the board of directors of the company;
(b) the relevant stock exchange, if the securities of the company or the voting shares are listed on the relevant stock exchange; and
(c) the Commission.

(3) An acquirer who has obtained control in a company, or an acquirer who holds more than 33% but less than 50% of the voting rights of a company who has acquired in any period of six months more than 2% of the voting shares of the company, shall –

(a) immediately send a written notice of the take-over offer to –
(i) the board of directors of the company or an adviser designated by the board of directors of the company;
(ii) the relevant stock exchange, if the securities of the company or the voting shares are listed on the relevant stock exchange; and
(iii) the Commission; and
(b) immediately after sending a written notice under paragraph (a), announce the fact of the offer by a press notice containing the information that is specified in subsection (4).

(4) A written notice referred to in subsection (2) and paragraph (3)(a) shall include the following information:

(a) the identity of the proposed offeror and all persons acting in concert with the proposed offeror;
(b) the terms and conditions of the take-over offer;
(c) the type and total number of voting shares of the company –
(i) which has been acquired, held or controlled directly or indirectly by the offeror or any person acting in concert with the proposed offeror;
(ii) in respect of which the proposed offeror or any person acting in concert with the proposed offeror has received an irrevocable undertaking from other holders of voting shares to which the take-over relates to accept the take-over offer; and
(iii) in respect of which the proposed offeror or any person acting in concert with the proposed offeror has an option to acquire;
(d) the details of any existing or proposed agreement, arrangement or understanding relating to voting shares referred to in paragraph (c) between the proposed offeror or any person acting in concert with the proposed offeror and the holders of the voting shares to which the take-over relates; and
(e) the conditions of the take-over offer, including conditions relating to acceptances, listing and increase of capital.

(5) Upon receiving the information specified in subsection (4), the board of directors of the company shall –

(a) inform the relevant stock exchange if the securities of the company or the voting shares are listed on the relevant stock exchange within twenty-four hours of the receipt of the written notice;
(b) make an announcement by a press notice of the proposed take-over offer within twenty-four hours of the receipt of the written notice ; and
(c) post such notification to all holders of the voting shares to which the take-over offer relates within seven days of the receipt of the written notice.

(6) The board of directors of the company shall include in the press notice referred to in subsection (5) –

(a) all the information disclosed to the board of directors in the written notice that it has received under subsection (2) or paragraph (3)(a); and
(b) a statement whether the board of directors of the company is seeking an alternative person to make a take-over offer of its voting shares.

(7) Where the proposed offeror and the board of directors of the company intend to make a joint announcement, the provisions of this section relating to the board of directors of the company shall apply to the proposed offeror.

(8) Where there has been an announcement of an intention to make a take-over offer under subsection (1) or (3), the proposed offeror shall not withdraw the take-over offer without the prior written consent of the Commission.

(9) The proposed offeror, the company or both shall make such announcement in such manner as may be directed by the Commission from time to time.

(10) In this section, “proposed offeror” means a person who intends or proposes to make a take-over offer, an acquirer who has obtained control in a company, or an acquirer who holds more than 33% but less than 50% of the voting rights of a company who has acquired in any period of six months more than 2% of the voting shares of the company.