SECURITIES COMMISSION ACT 1993

MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 1998

ARRANGEMENT OF CODE

PART VIII
OBLIGATION OF OFFEREE IN RELATION TO OFFER

Information to competing offeror
OBLIGATION OF OFFEREE IN RELATION TO OFFER Information to competing offeror 34. An offeree or board of directors of the offeree who gives any information, including particulars of offeree shareholders, to an offeror shall give the same information to another bona fide potential offeror upon request
Frustration of offers by a board of directors of the offeree
OBLIGATION OF OFFEREE IN RELATION TO OFFER Frustration of offers by a board of directors of the offeree

35. (1) The board of directors of the offeree shall not, without the approval of the shareholders in a general meeting, either before the date of receipt of the written notice of take-over offer under subsection 12(2) or paragraph 12(3)(a) if the board of directors of the offeree has reason to believe that a bona fide take-over offer might be imminent, or during the course of a take-over offer –

(a) issue any authorised but unissued shares of the offeree;
(b) issue or grant options in respect of any unissued shares of the offeree;
(c) create or issue or permit the creation or subscription of any shares of the offeree;
(d) sell, dispose of or acquire or agree to sell, dispose of or acquire assets of the offeree of a material amount; or
(e) enter into or allow contracts for or on behalf of the offeree to be entered into otherwise than in the ordinary course of business of the offeree.

(2) Subsection (1) shall not apply if the same is done –

(a) pursuant to a bona fide contract entered into prior to an obligation under subsection (1) arising and which is not designed to frustrate a take-over offer or change the activity of the offeree; or
(b) pursuant to some other obligation or other special circumstances which the Commission may approve in writing, as the case may be.
Disclosure of dealings by offeree etc. during offer period
OBLIGATION OF OFFEREE IN RELATION TO OFFER Disclosure of dealings by offeree etc. during offer period

36. (1) During the offer period the total number and price of all voting shares of the offeror and the offeree which are dealt in by the following persons shall be disclosed by them respectively –

(a) the offeree;
(b) substantial shareholders of the offeree;
(c) any chief executive, a director or officer of the offeree who occupies or acts in a senior managerial position in the offeree, by whatever name called, and whether or not he is a director;
(d) a person who is a connected person in relation to persons referred to in paragraphs (a),(b) and (c); and
(e) a person who is accustomed to act in accordance with directions or instructions of the persons referred to in paragraphs (a), (b), (c) or (d).

(2) The disclosure under subsection (1) shall be made to the relevant stock exchange, if the securities of the offeree or offeror are listed on the relevant stock exchange, and the Commission, and announced by way of a press notice, not later than 12.00 p.m. on the market day following the date of the relevant transaction.

(3) All dealings of voting shares of the offeror or the offeree made by a connected person for the account of investment clients who are not themselves a connected person shall be similarly disclosed to the relevant stock exchange, if the securities of the offeror or offeree are listed on the relevant stock exchange, and the Commission, at such time and in such manner as is provided in subsections (1) and (2) respectively.

(4) The relevant stock exchange shall not release the information under subsection (3) without prior approval of the Commission.

(5) For the purposes of this section, “substantial shareholders” means a person who has an interest or interests in one or more voting shares of the company and the nominal amount of that voting share, or the aggregate of the nominal amount of those voting shares, is not less than 5% of the aggregate of the nominal amounts of all the voting shares of the company.

(6) For the purposes of this section, “connected person” means all persons (whether or not acting in concert) who directly or indirectly own or deal in the voting shares of the offeror or offeree in a take-over offer and who have (in addition to their normal interests as shareholders) an interest or potential interest, whether commercial, financial or personal, in the outcome of the take-over offer and include-

(a) the offeree’s holding company, subsidiaries and their associated companies, and companies of which such companies are associated companies. For this purpose, ownership or control of 20% or more of the equity share capital of a company will be regarded as the test of associated company status;
(b) a banker, stockbroking company, financial and other professional adviser to the offeree or to any company referred to in paragraph (a);
(c) the directors of the offeree or any company referred to in paragraph (a) and their spouses, parents, children, brothers, sisters and the spouses of their children, brothers or sisters. For the purposes of this paragraph “children” includes adopted children and step-children;
(d) the pension funds of the offeree or of any company referred to in paragraph (a);
(e) any investment company, unit trust or other fund whose investments a connected person manages on a discretionary basis; and
(f) a holder of 10% or more of the equity share capital of the offeree.
Prompt registration of transfers

OBLIGATION OF OFFEREE IN RELATION TO OFFER Prompt registration of transfers 37.

(1) The board of directors and officers of an offeree shall ensure the prompt registration of the holders of the voting shares to which the take-over offer relates in the register of members maintained under section 158 of the Companies Act 1965.

(2) The board of directors and officers of an offeree shall provide a person who intends or proposes to make a take-over offer with the register of members as may be required by such person.