INFORMATION AND STATEMENTS REQUIRED TO BE INCLUDED IN AN INDEPENDENT ADVICE CIRCULAR
SECURITIES COMMISSION ACT 1993
MALAYSIAN CODE ON TAKE-OVERS
2. The independent advice circular should also, in so far as is reasonable, comment on the following:
3. The independent advice circular shall also state the following:
4. If there are no holdings of the nature required to be stated under paragraph 3 then this fact should be so stated.
5. The independent advice circular must also contain a statement from the directors of the offeree stating any other interest held by them in the offeror and in the offeree.
6. If any party whose holdings are required to be disclosed pursuant to the Code has dealt in the voting shares in question during the period commencing six months prior to the beginning of the offer period and ending with the latest practicable date prior to the sending of the offer document, the details, including the number of shares, dates and prices, must be stated. If no such deals have been made this fact should be so stated.
7. The independent advice circular must contain particulars of all service contracts of any director or proposed director with the offeree or any of its subsidiaries (unless expiring or determinable by the employing company without payment of compensation within twelve months from the date of the offer document) and if there are none, this fact shall be so stated. If such service contracts have been entered into or have been amended within six months of the date of the document, the particulars of the contracts or amendments shall be given. If there have been no new service contracts or amendments, this shall be so stated.
8. In the case of partial offers, the independent advice circular shall comment and contain advice on the significance of the percentage level of acceptances offered by the offeror as stated in the offer document.
|Schedule 3 – Form 1 (Notice to Dissenting Shareholder)|
Securities Commission Act 1993
_______________________ (name of offeree) _______________________. is referred to as “the offeree”, and _______________________ (name of offeror) _______________________. is referred to as “the offeror”. On the ________ day of ___________, ___________ the offeror made a take-over offer to all holders of * _______________________ .shares in the offeree of # _______________________ . Up to the ________ day of ___________, ___________ (being a date within four months after the making of the take-over offer by the offeror) the take-over offer was accepted by the holders of not less than nine-tenths in nominal value of the * _______________________ shares (other than shares already held at the date of the take-over offer by the offeror, or by a nominee for or for a related corporation of the offeror). The offeror hereby gives you notice, in pursuance of the provisions of section 34 of the Securities Commission Act 1993, that it desires to acquire the * _______________________. shares held by you in the offeree. You are entitled within one month after the receipt of this notice to require the offeror, by demand in writing served on the offeror, to supply you with a statement of the names and addresses of all other dissenting shareholders as shown in the register of members, and the offeror will not be entitled or bound to acquire the
shares of those dissenting shareholders until fourteen days after the posting to you of the statement of those names and addresses. Unless upon an application made to the High Court by you on or before the _____________. day of _____________, _____________ (being one month from the date of this notice), the High Court orders otherwise, the offeror will, in pursuance of those provisions, be entitled and bound to acquire the * _____________ shares held by you in the offeree on the same terms of the abovementioned take-over offer.