SECURITIES COMMISSION ACT 1993
MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 1998
ARRANGEMENT OF CODE
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 –
(2) Subsection (1) shall not apply if the same is done –
|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 –
(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-
|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.