SECURITIES COMMISSION ACT 1993

MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 1998

ARRANGEMENT OF CODE

PART IX
GENERAL
False or misleading information etc
GENERAL False or misleading information etc.

38. (1) No person shall –

(a) provide or cause to be provided to the holders of voting shares or their professional advisers any document or information in a take-over offer that is false or misleading;
(b) provide or cause to be provided to holders of voting shares or their professional advisers any document or information in a take-over offer from which there is material omission; or
(c) engage in conduct relating to a take-over offer that he or it knows to be misleading or deceptive or is likely to mislead or deceive holders of voting shares or their professional advisers.

(2) It shall be a defence to a prosecution or any proceeding for a contravention of subsection (1) if it is proved that the defendant, after making enquiries as were reasonable in the circumstances, had reasonable grounds to believe, and did until the time of the provision of the document or information or engaging in the conduct was of the belief, that –

(a) the document or information –
(i) was true and not misleading;
(ii) the omission was not material; or
(iii) contains no material omission; or
(b) the conduct in question was not misleading or deceptive.

(3) Where information or a document has been circulated or provided to holders of voting shares or their professional advisers and the person who provided the information or document, or engaged in the conduct becomes aware that –

(a) the document or information –
(i) was false or misleading;
(ii) contains an omission that was material; or
(iii) contains a material omission; or
(b) the conduct in question was misleading or deceptive,

the person shall immediately disclose the fact to the Commission, and the relevant stock exchange if the securities of the offeree or offeror are listed on the relevant stock exchange, and make an announcement by way of a press notice containing such matters as were necessary to correct the false or misleading matter, the omission, or conduct, as the case may be.

Submission of information and compliance with directions
GENERAL Submission of information and compliance with directions 39. A person involved in a take-over offer, merger or compulsory acquisition shall submit such information to the Commission as it may require from time to time and comply with any requirements as may be imposed by the Commission.
Repeal and transitional

GENERAL Repeal and transitional 42.

(1) The Malaysian Code on Take-overs and Mergers 1987 [P.U.(B) 173/87], guidelines and practice notes made under it are repealed.

(2) For the avoidance of doubt, the provision introduced or amended by this Code shall apply to take-overs, mergers or compulsory acquisition made before or pending at the date of coming operation of this Code.