SECURITIES COMMISSION ACT 1993

MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 1998

ARRANGEMENT OF CODE

PART VI
TIMING OF OFFER

Duration of offer

TIMING OF OFFER Duration of offer 22.

(1) An offeror must keep a take-over offer open for acceptances for a period of not less than twenty-one days from the date the offer document is first posted in accordance with subsection 13(7).

(2) Where there is a competing take-over offer made during the period referred to in subsection (1), the offer document sent by the offeror shall be deemed to have been posted on the date that the competing take-over offer document was posted.

Revisions of a take-over offer
TIMING OF OFFER Revisions of a take-over offer

23. (1) Where an offeror revises or is required to revise the offeror’s take-over offer, the offeror shall –

(a) post the written notification of the revised take-over offer to all offeree shareholders, including all offeree shareholders who have accepted the original take-over offer; and
(b) keep the take-over offer open for acceptances for at least another fourteen days from the date of posting of the written notification of the revised take-over offer in paragraph (1)(a).

(2) The offeror shall state the next expiry date of a take-over offer in any announcement of extension of time for accepting the take-over offer.

(3) An offeror shall not revise a take-over offer, or cause a take-over offer to be revised, after forty-six days from the date on which the offer document was posted in accordance with subsection 13(7).

(4) Where a competing take-over offer has been announced an offeror shall not revise the offeror’s take-over offer after forty-six days from the date on which the offer document relating to the competing take-over offer was posted in accordance with subsection 13(7).

(5) The offeror shall ensure that all offeree shareholders who have accepted the original take-over offer shall receive the revised consideration as consideration that is to be paid or provided for the acceptance of the take-over offer.

(6) The offeror and the board of directors of the offeree shall make such announcements in such manner as may be directed by the Commission from time to time.

Closing of take-over offers
TIMING OF OFFER Closing of take-over offers

24. (1) A take-over offer shall be deemed to close prior to the expiry period which is stated in the offer document when –

(a) the offeror receives acceptances amounting to all of the voting shares to which the take-over offer relates;
(b) the offeree shareholders have received the independent advice circular under section 15 if this requirement of appointment of an independent adviser has not been exempted in writing by the Commission; and
(c) the offeror has made an announcement under section 25.

(2) Where a take-over offer has become or is declared unconditional as to acceptances on any day before the forty-sixth day from the date on which the offer document was posted in accordance with subsection 13(7), the offeror shall keep the take-over offer open for acceptances for not less than fourteen days which shall, in any event, not be later than the sixtieth day from the date on which the offer document was posted under subsection 13(7).

(3) Where a take-over offer has become or is declared unconditional as to acceptances on any day after the forty-sixth day from the date on which the offer document was posted in accordance with subsection 13(7), the offeror shall keep the take-over open for acceptances for not less than fourteen days which shall in any event, not be later than the seventy-fourth day from the date on which the offer document was posted under subsection 13(7).

(4) Subsections (2) and (3) shall not apply if the offeror has given at least fourteen days notice in writing to the offeree shareholders that the take-over offer shall not be open for acceptances beyond the date on which the take-over offer would have expired under subsection 17(4).

(5) The offeror shall not give a written notice under subsection (4) where a competing take-over offer has been announced unless the competing take-over offer has reached its conclusion or the offeree shareholders who hold more than 50% of such voting shares have irrevocably rejected the competing take-over offer in favour of the take-over offer of the first offeror.

(6) Where –

(a) the take-over offer is capable of becoming or being declared unconditional as to acceptances;
(b) there are alternative forms of consideration; and
(c) the take-over offer or the alternative form of consideration remains open,

the offeror shall not allow the take-over offer nor any alternative to close unless-

(aa) fourteen days have elapsed since the first expiry date on which the take-over offer was capable of becoming or being declared unconditional as to acceptances; or
(bb) the offeror has given a notice under subsection (4).

(7) When a take-over offer has become or is declared unconditional as to acceptances and the offeror states that the take-over offer shall remain open until further notice, the offeror shall give fourteen days notice in writing before closing the take-over offer.

Announcement of acceptances
TIMING OF OFFER Announcement of acceptances

25. (1) If the securities or voting shares of the offeror or offeree are listed on a stock exchange, the offeror shall inform the Commission and inform the relevant stock exchange and announce by way of press notice the total number of voting shares to which the take-over offer relates-

(a) for which acceptances of the take-over offer have been received after the posting of the offer document by the offeror to offeree shareholders in accordance with subsection 13(7);
(b) held by the offeror and all persons acting in concert with the offeror at the time of the posting of the offer document to offeree shareholders in accordance with subsection 13(7); and
(c) acquired or agreed to be acquired during the offer period,

and shall specify the percentages of the relevant classes of share capital represented by these figures before trading in the securities of the offeror or offeree commences at the relevant stock exchange on the market day following the day on which a take-over offer is closed, becomes or is declared unconditional as to acceptances, revised or extended.

(2) In the case where the securities of the offeror and the offeree are not listed on a relevant stock exchange, the copy of the announcement containing particulars referred to in paragraphs (1)(a), (b) and (c) shall be sent to the Commission and announced by way of a press notice before 9.00 a.m. on the market day following the day on which a take-over offer is closed, becomes or is declared unconditional as to acceptances, revised or extended.

(3) Where the offeror fails to comply with any of the requirements of this section by the close of trading at the relevant stock exchange on the day referred to in subsections (1) and (2), any person who has accepted the take-over offer shall be entitled to withdraw his or its acceptance immediately thereafter.

(4) Notwithstanding subsection (3), the Commission may terminate the right of withdrawal referred to in subsection (3) if –

(a) the offeror has complied with the requirements within eight days from the day referred to in subsection (1); and
(b) the offeror has confirmed in a statement by way of press notice that the offer is still unconditional as to acceptances.

(5) For the purpose of subsection (4)-

(a) the expiry of the eight days period from the day referred to in subsection (1) shall not fall after the expiry of the sixty days from the date which the offer document is posted in accordance with subsection 13(7); and
(b) the right of any person who has withdrawn his or its acceptance under subsection (3) shall not be prejudiced.

(6) Where the offeror fails to comply with any of the requirements of this section within eight days from the day referred to in subsection (1), the take-over offer shall lapse if the relevant level of acceptances are not received by the offeror.