CAPITAL MARKET AND SERVICES ACT 2007 MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 PRACTICE NOTES
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1 CAPITAL MARKET AND SERVICES ACT 2007 MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 PRACTICE NOTES Issued: 15 December 2010 Updated: 4 July 2011 i
2 CONTENT Page PART I: GENERAL INTERPRETATION AND APPLICATION INTRODUCTION 1 Practice Note 3 COMPANY 1 Practice Note 4 PERSONS ACTING IN CONCERT 2 Practice Note 7 CONDUCT OF PERSONS WHO INTENDS OR IS OBLIGED TO MAKE A TAKE-OVER OFFER, EFFECT A MERGER, UNDERTAKE A COMPULSORY ACQUISITION ETC. 4 PART II: MANDATORY OFFERS Practice Note 9 DIFFERENT CLASSES OF VOTING SHARES OR VOTING RIGHTS 6 PART III: PARTIAL OFFERS Practice Note 10 PARTIAL OFFERS 31 PART IV: ANNOUNCEMENTS, WRITTEN NOTICES AND DOCUMENTS TO SHAREHOLDERS Practice Note 11 SITUATIONS WHERE ANNOUNCEMENT IS REQUIRED 33 Practice Note 12 OFFER DOCUMENTS 37 Practice Note 13 MANAGEMENT OF THE AFFAIRS OF AN OFFEREE 39 ii
3 Practice Note 14 OFFEREE BOARD OF DIRECTORS COMMENTS ON THE TAKE-OVER OFFER 39 Practice Note 15 INDEPENDENT ADVICE CIRCULAR 40 Practice Note 16 PROFIT FORECAST AND ASSET VALUATION 43 PART V: TERMS OF TAKEOVERS Practice Note 17 ACCEPTANCE CONDITIONS 45 Practice Note 18 CONDITIONS OF VOLUNTARY TAKE-OVER OFFER 46 Practice Note 21 OFFER PRICE AND SETTLEMENT OF CONSIDERATION 46 Practice Note 22 NATURE OF CONSIDERATION 48 PART VI: TIMING OF TAKEOVER OFFERS Practice Note 25 CLOSING OF TAKE-OVER OFFERS 50 Practice Note 28 EVIDENCE OF ABILITY TO IMPLEMENT TAKE-OVER OFFER 50 Practice Note 29 FAVOURABLE DEALS 50 PART VII: OBLIGATIONS OF OFFEROR Practice Note 30 COMPARABLE TAKE-OVER OFFERS FOR MORE THAN ONE CLASS OF SHARE CAPITAL 51 iii
4 Practice Note 31 TREATMENT OF CONVERTIBLE SECURITIES 51 Practice Note 32 COMPULSORY ACQUISITION 52 Practice Note 33 SALES AND DISCLOSURE OF DEALINGS BY OFFEROR AND OTHERS DURING OFFER PERIOD 53 Practice Note 34 RESTRICTIONS IF TAKE-OVER OFFER LAPSE, FAIL OR IS WITHDRAWN 53 Practice Note 35 RESTRICTION IF TAKE-OVER OFFER IS SUCCESSFUL 53 PART VIII: OBLIGATIONS OF OFFEREE Practice Note 38 FRUSTRATION OF AN OFFER BY BOARD OF DIRECTORS OF THE OFFEREE 54 Practice Note 39 DISCLOSURE OF DEALINGS BY OFFEREE 55 Practice Note 43 EXTENSION OF TIME 55 Practice Note 44 SCHEME OF ARRANGEMENT 56 iv
5 Part I GENERAL INTERPRETATION AND APPLICATION INTRODUCTION 1.1 In the administration of the Malaysian Code on Take-overs and Mergers, 2010 (the Code ), the Commission may from time to time issue rulings in the interpretation of the Code and on the practice and conduct of persons involved in or affected by a take-over offer, merger or compulsory acquisition as provided for under subsection 217(4) of the Capital Markets and Services Act 2007 (CMSA). 1.2 These Practice Notes on the Code are issued by the Securities Commission Malaysia (SC) pursuant to section 377 of the CMSA. 1.3 These Practice Notes are numbered against the corresponding provisions of the Code. 1.4 Where any person is in doubt on the applicability of the Code or these Practice Notes, he should immediately consult the SC. 1.5 Unless otherwise stated, a reference to a person includes persons acting in concert. 1.6 Buy back scheme means a scheme by a company to purchase its own voting shares or voting rights as prescribed under section 67A of Companies Act 1965, the SC s Guidelines on Real Estate Investment Trusts or any relevant governing statute or provision. Practice Note 3 COMPANY 1.1 Any company intending to list in a foreign jurisdiction must consult the SC on the applicability of the Code prior to making an application for its listing in the foreign jurisdiction regardless whether the foreign jurisdiction has any take-over provision. 1.2 Pursuant to section 219 of the CMSA, the SC may, on application, grant exemption in writing to any particular person or take-over offer or to any particular class, category or description of persons or take-over offers from the provisions of Division 2, Part VI of CMSA, the Code and any rulings made by SC. The SC in exercising its power may take into consideration the following 1
6 (d) the offeree is a company incorporated outside of Malaysia and has primary listing on a stock exchange in Malaysia and outside of Malaysia; or the offeree is a company incorporated in Malaysia and has a primary listing on a stock exchange outside of Malaysia and a secondary listing on any stock exchange in Malaysia; and the offeree does not have any operations in Malaysia; and the applicant is able to demonstrate that the level of protection available to Malaysian shareholders under the written law or code regulating take-overs, mergers and compulsory acquisitions in the other jurisdiction is equivalent to the level of protection provided for under the Code. Practice Note 4 PERSONS ACTING IN CONCERT 1.1 In determining whether a person is acting in concert, the SC will take into consideration the following circumstances shareholders voting together on a resolution in one general meeting or more; shareholders acquire shares or rights without each other s knowledge but subsequently coming together to co-operate as a group; or shareholders making a requisition or attempting to make a requisition for a board control-seeking proposal in a general meeting. 1.2 In determining whether a proposal is a board control-seeking proposal under subparagraph 1.1, the SC will have regard to the following the relationship between the proposed directors and the shareholder who proposes to make the requisition. Factors to be considered include any agreement, arrangement and understanding between them in regard to the proposed requisition and whether any of the proposed directors will be remunerated by any of the shareholders who propose to make the requisition; 2
7 (d) (e) (f) changes in board composition; the nature of the mandate of the proposed directors; whether any of the shareholders who propose to make the requisition will benefit directly or indirectly; the relationship between the proposed directors and the existing directors; and the relationship between the existing directors and the shareholder who proposes to make the requisition. 1.3 Any person who does not wish to be regarded as a person acting in concert, shall immediately provide evidence to satisfy the SC otherwise, in circumstances where SC had ruled that he is a person acting in concert; or the person had made prior admission that he was a person acting in concert. 1.4 Child includes adopted child and step child and relative includes siblings of parents (i.e. uncles and aunts), their children (i.e. cousins) and children of siblings (i.e. nephews and nieces). 1.5 For the purposes of paragraph 216(3)(d) of the CMSA, a person and any investment company, unit trust or other fund who manages the investment of the said person on a non-discretionary basis are presumed as persons acting in concert. For the purposes of this paragraph, a person includes a beneficiary. 3
8 Practice Note 7 CONDUCT OF PERSONS WHO INTENDS OR IS OBLIGED TO MAKE A TAKE-OVER OFFER, EFFECT A MERGER, UNDERTAKE A COMPULSORY ACQUISITION AND OTHERS Appointment of advisers 1.1 For the purposes of subsection 7(1) of the Code, the following categories of persons may act as an adviser in a take-over offer, merger and compulsory acquisition - (i) (ii) (iii) (iv) An investment bank; A universal broker; A 1+1 broker who is a holder of a Capital Markets Services License carrying on the regulated activity of advising on corporate finance; or An Islamic bank (with regard to Shariah-compliant take-over offer and compulsory acquisition application). 1.2 Notwithstanding paragraph 1.1 above, the SC may, on case-to-case basis, approve any person who has the expertise and experience in corporate finance matters to submit any application on take-over offer, merger and compulsory acquisition to the SC. Such person must consult the SC at the earliest opportunity before making any application on take-over offer, merger and compulsory acquisition to the SC. Standard of submission 2.1 Any adviser giving advice or submitting applications to the SC shall provide objective and fair advice which will enable the parties concerned to exercise their judgment; provide advice which will ensure compliance with the provisions of the Code; facilitate timely decision by the SC. All submissions and applications made by the advisers must take into consideration the time charter 4
9 set by the SC for processing and considering the submissions or applications; (d) (e) (f) (g) ensure adherence to the schedule of a take-over offer as provided in the Code; take full responsibility for all information and statements made relating to a take-over offer and compulsory acquisition guided always by the need for transparency and disclosure; include a statement in an offer document or an independent advice circular, that a person has given and has not withdrawn his consent to publish his statement and his name in the offer document or the independent advice circular, if relevant; and ensure compliance with the Guidelines on the Format and Content of Applications under Division 2, Part VI of CMSA. Consultation with the SC 3.1 All consultation with the SC must first be communicated in writing to the SC through an adviser. In any such consultation, an adviser shall clearly define the issues in which they are seeking the advice of the SC; be thoroughly familiar with the issues relating to the transaction which will give rise to an obligation under the Code; and provide their views on the issues. Failure to perform adviser s duties 4.1 If an adviser fails to perform his duty efficiently and effectively or fails to comply with the standard and contents of submission, the SC may return the submission to the adviser. 4.2 Any person giving advice in a take-over offer, merger or compulsory acquisition resulting in any breach of the provisions of the Code or practice notes is responsible for the advice given. The SC may refuse to accept or consider any future submission relating to a take-over offer, merger or compulsory acquisition from such adviser. 5
10 PART II MANDATORY OFFER Practice Note 9 DIFFERENT CLASSES OF VOTING SHARES OR VOTING RIGHTS 1.1 Where there are different classes of voting shares or voting rights of a company carrying different rights to vote, each voting share or voting right of the company carrying the right to more than one vote shall be deemed to consist of such number of voting shares or voting rights. Obligation of vendor disposing of his interests 2.1 Where a director has control in a company and as a result of his sale of the shares, the acquirer triggers a mandatory offer obligation under section 9 of the Code, the director must stipulate as a condition to the sale that, the acquirer undertakes to fulfil his obligations under section 9. This obligation extends to the director and the following (d) (e) a relative of the director; a related trust of the director; a company controlled by the director; a company controlled by the relative of the director; or a company controlled by the related trust of the director. 2.2 In relation to paragraph 2.1, the acquirer shall disclose his shareholding and that of persons acting in concert with him to the seller to ascertain whether paragraph 2.1 applies. However, no disclosure of shareholding from the acquirer to the seller is necessary if the shares to be acquired from the seller are more than 33%. Obligation of offeror 3.1 In a mandatory offer, the offeror has no obligation to extend the takeover offer to persons acting in concert with the offeror. However, where an offeror extends the take-over offer to persons acting in concert with him, the offeror shall adhere to the provisions of the Code. 6
11 Acquisition of a company through an upstream entity 4.1 A mandatory offer applies to a person who intends to obtain or has obtained control in an upstream entity which holds or is entitled to exercise or control the exercise of, more than 33% of the voting shares or voting rights of a downstream company and the upstream entity has a significant degree of influence in the downstream company. 4.2 The upstream entity is deemed to have a significant degree of influence in the downstream company when the acquisition of the upstream entity to which the Code does not apply is a means to acquire control in the downstream company to which the Code applies; the value in the downstream company constitutes 50% or more of the assets, net assets, net tangible assets, market capitalisation, shareholders funds, sales or earnings to the upstream entity; or one of the main purposes of acquiring control of the upstream entity is to control the downstream company, which may involve, among other things, a majority change in the membership of the board of directors of the downstream company or a change in the business direction of the downstream company. 4.3 An upstream entity includes (d) the ultimate or immediate holding company of a downstream company; a body corporate that is incorporated in or outside Malaysia; a unit trust scheme; and an interest which is defined under section 84 of the Companies Act A downstream company includes a subsidiary or associate company of an upstream entity; a subsidiary or associate company of another subsidiary or associate of an upstream entity; and 7
12 a listed real estate investment trust. Acquisition of voting shares or voting rights by persons acting in concert 5.1 Under subsection 9(1) of the Code, a mandatory offer obligation will apply to all members of a group of persons acting in concert if any member of the group acquires voting shares or voting rights such that the collective acquisition of the group triggers a mandatory offer obligation. 5.2 A member of a group of persons acting in concert person is under an obligation to make a mandatory offer where the group already holds more than 33% of the voting shares or the voting rights of a company and the said member acquires voting shares or voting rights of the company resulting in him having more than 33% of the voting shares or voting rights of the company; or him acquiring more than 2% of the voting shares or voting rights of the company in any six-month period (when the person already holds more than 33% but not more than 50% of the voting shares or voting rights of the company). Vendor selling part of his controlling voting shares or voting rights 6.1 An acquirer acquiring between 20% and up to 33% from a controlling vendor may have obtained control of a company. 6.2 In deciding whether an acquirer has obtained control of a company when the vendor sells part of his voting shares or voting rights to the acquirer, the SC may consider all surrounding circumstances of the acquisition including any arrangement, understanding or transaction between the acquirer and the vendor or between the acquirer and persons acting in concert with the vendor in relation to the voting shares or voting rights; the ability of the acquirer to exercise or control the exercise of the retained voting shares or voting rights; 8
13 (d) (e) the consideration for the acquisition of the voting shares or voting rights; put or call options on the retained voting shares or voting rights; or the amount or value of voting shares or voting rights retained by the vendor compared to the capital or fund size of the company. 6.3 The SC may, where it considers necessary, require the adviser to obtain a written confirmation to the effect that the acquirer has not obtained control of the company, from the following persons (d) the acquirer; the vendor; the board of directors, where the acquirer or the vendor is a body corporate; and the board of directors of the company whose voting shares or voting rights are being acquired. Changes in number of voting shares or voting rights of a company 7.1 When there is a change in the number of voting shares or voting rights of a company, the calculation of the percentage of acquisition is as follows: the total number of existing voting shares or voting rights acquired within the day should be based on the number of voting shares or voting rights of the company at the beginning of the day; or the total number of new voting shares acquired following conversion or exercise of convertible securities within the day should be based on the enlarged number of the voting shares arising from the conversion or exercise of the convertible securities by the acquirer. 9
14 Creeping provision 8.1 In deciding whether the acquirer has triggered the mandatory offer under paragraph 9(1) of the Code, any disposal of voting shares or voting rights may not be netted off against purchases. Dilution of holding of voting shares or voting rights 9.1 Where the holding of voting shares or voting rights is diluted as a result of issuance of new voting shares or voting rights by a company, a person who restores his holding in the company to the original level will trigger a mandatory offer obligation if the holding has been reduced to 33% or less and thereafter, the person acquires voting shares or voting rights to more than 33% of the voting shares or voting rights of the company (based on the enlarged voting capital or voting rights); or the holding has been reduced to more than 33% but not more than 50% of the voting shares or voting rights of the company and thereafter, the person acquires more than 2% of the voting shares or voting rights (based on the enlarged voting capital or voting rights) in any six-month period. Share buy back scheme 10.1 A mandatory offer obligation arises when a person obtains controls in a company as a result of a buy back scheme by the company; a person (holding more than 33% but not more than 50% of the voting shares or voting rights of a company), as a result of a buy back scheme by the company, increases his holding of the voting shares or voting rights of the company by more than 2% in any sixmonth period; a person (holding more than 33% but not more than 50% of the voting shares or voting rights of a company) acquires more than 2% of the voting shares or voting rights of the company when he knows or reasonably ought to know that the company would carry out a buy back scheme. 10
15 Convertible securities 11.1 In general, the acquisition of convertible securities does not give rise to a mandatory offer obligation but the exercise of any conversion or subscription rights or options is deemed an acquisition of voting shares or voting rights for the purposes of the Code The acquisition of an option is deemed to be an acquisition of voting shares or voting rights and gives rise to a mandatory offer obligation where the relationship and arrangements between the parties concerned are such that the voting rights of those shares has passed to the person acquiring the option. Securities borrowing and lending 12.1 In a securities borrowing and lending transaction, the borrower of the shares or rights is deemed to have acquired the voting rights attached to the shares or rights under subsection 9(1) of the Code. When the borrower returns or sells the shares or rights, he is deemed to have disposed of the voting rights attached to those shares or rights A lender is deemed to have disposed of the voting rights attached to the loaned securities. Upon the return of those shares or rights, the lender is deemed to have acquired the voting rights attached to the shares or rights A lender is exempted from a mandatory offer obligation arising from the return of the voting shares or voting rights of the loaned securities, in the following circumstances: if the lender holds more than 33% but not more than 50% of the voting shares or voting rights of a company at the point of lending out the loaned securities, and the lender s holding drops to 33% or less or reduces by more than 2% of the voting shares or the voting rights of the company in any six-month period as a result of lending out of the loaned securities: (i) the return of the loaned securities (without the lender recalling the loaned securities) triggers a mandatory offer obligation; and 11
16 (ii) or the return of the loaned securities (without the lender recalling the loaned securities) will not increase the lender s holding (including subsequent acquisition, if any) to more than 50% of the voting shares or voting rights of the company; if the lender s holding drops to 50% or less arising from lending out the loaned securities, his holding (including subsequent acquisitions which does not trigger a mandatory offer obligation) together with the loaned securities returned causes the lender to trigger a mandatory offer obligation The exemption in paragraph 12.3 is conditional on the following: The lender informing the SC of the likelihood of him being subjected to the Code when the loaned securities are returned to him; and The lender providing a declaration, within three days upon the return of the voting shares or voting rights, that the lender has complied with either subparagraph 12.3 or 12.3 above. Over-allotment option and/or price stabilisation mechanism 13.1 The return of the voting shares or voting rights in an over-allotment option and/or price stabilisation mechanism is deemed to be an acquisition. If the acquisition results in a shareholder obtaining control in the company or the acquisition is more than 2% in any six-month period (in the case where the major shareholder holds more than 33% but not more than 50% of the voting shares or voting rights), the shareholder triggers a mandatory offer obligation The shareholder is exempted from the mandatory offer obligation arising from the return of the borrowed voting shares or voting rights pursuant to the over-allotment option and/or price stabilisation mechanism, provided the stabilising manager (under the price stabilisation mechanism) and the shareholder submit the following information to the SC within 14 days after the completion of the over-allotment option and/or price stabilisation mechanism, whichever is the later: 12
17 Changes to the interest of the said shareholder in the company between the lending of the voting shares or voting rights and the return of the voting shares or voting rights of the company; and A confirmation that (i) (ii) (iii) the borrowed voting shares or voting rights have been returned to the shareholder within five market days following the date on which the voting shares or voting rights were purchased from the market or the new voting shares or voting rights were issued by the company to the underwriter; the placees were independent and not acting in concert with the stabilising manager; and the shareholder and persons acting in concert with him have not been involved in screening or selecting the placees. When a voluntary offer becomes a mandatory offer 14.1 A voluntary offer will become a mandatory offer if the offeror or persons acting in concert acquires voting shares or voting rights (other than through acceptances) which triggers a mandatory offer obligation If the terms or conditions of a voluntary offer are not in compliance with the requirements of a mandatory offer, early consultation with the SC is required. Exemptions from a mandatory offer obligation 15.1 Under section 219 of the CMSA, the SC may grant an exemption in writing from the provisions of the Code or a ruling made under subsection 217(4) of the CMSA Any application for an exemption must be submitted to the SC before a mandatory offer obligation is triggered The SC must be informed of any changes to the information submitted or disclosed in the application as soon as possible. 13
18 15.4 In considering whether an exemption should be granted, the SC shall have regard to the objectives and conduct specified in subsection 217(5) of the CMSA and under the Code In granting an exemption, the SC may impose any condition, restriction or limitation as the SC deems fit Without limiting the discretion of the SC to grant an exemption under section 219 of the CMSA, the exemptions stated in paragraphs 16 to 24 of Practice Note 9 are proposals or transactions which the SC will, as a matter of policy, consider granting an exemption The word offeree used in the context of an exemption refers to the company where a potential mandatory offer obligation will be triggered and the word offeror refers to the potential controlling holder of voting shares or voting rights An exemption granted by the SC is valid for a period of 6 months, unless otherwise stated Before making an application for an exemption under paragraphs 16.1 to 24.1, the offeror and his adviser shall consult the SC at the earliest available opportunity. Issuance of new securities 16.1 An offeror may apply for an exemption from a mandatory offer obligation arising from the following proposals: (d) (e) the offeror is issued new voting shares or voting rights as consideration for the sale or disposal of assets and/or interests by him; the offeror subscribes for new voting shares or voting rights in cash; the offeror exercises any conversion or subscription rights or options into new voting shares or voting rights; where as an underwriter, the offeror receives new voting shares or voting rights as a result of his underwriting obligation; and the offeror 14
19 (i) (ii) acquires new voting shares or voting rights for the purpose of restoring his holding to the level prior to the issuance of new voting shares or voting rights; and the acquisition of new voting shares or voting rights is from persons who will be allotted the voting shares or voting rights as consideration for the sale or disposal of assets and/or interests by them An offeror and his adviser must consult the SC before making an application for an exemption under paragraph Whitewash Procedure 16.3 Where paragraph 16.1 applies, the SC may consider granting an exemption if an offeror and persons acting in concert, seeking an exemption under this paragraph, have satisfied the following conditions: there is no disqualifying transaction; approval has been obtained from independent holders of voting shares or voting rights of the offeree at a meeting of the holders of the relevant class of voting shares or voting rights to waive their rights to receive the mandatory offer from the offeror and persons acting in concert; and the names of the parties that have abstained from voting at the general meeting have been submitted to the SC For the purposes of subparagraph 16.3, a disqualifying transaction refers to for proposals under subparagraphs 16.1,, (d) and (e) (i) a purchase of voting shares or voting rights of the offeree by the offeror or persons acting in concert (A) subsequent to negotiation, discussion, understanding or agreement with the directors of the offeree in relation to the proposed issue of new voting shares or voting rights; and 15
20 (B) before the completion of the transaction where the exemption under this paragraph is sought and approved; or (ii) in cases where negotiation could only commence after obtaining the relevant authority s approval, a purchase of voting shares or voting rights of the offeree by the offeror or persons acting in concert (A) in the six months prior to the date of the application made to the relevant authority; and (B) before the completion of the transaction where the exemption under this paragraph is sought and approved; for circumstances under subparagraph 16.1 where the exemption is sought for a one-off exercise or conversion of (i) existing rights or options (A) a purchase of voting shares or voting rights of the offeree by the offeror or persons acting in concert (aa) (ab) in the six months prior the date of seeking consultation with the SC for the exemption; and before the completion of the exercise of conversion or subscription rights or options; or (B) a purchase of the conversion or subscription rights or options of the offeree by the offeror or persons acting in concert (aa) (ab) subsequent to the disclosure in the independent advice circular; and before the completion of the exercise of conversion or subscription rights or options; (ii) rights or options to be issued (A) a purchase of voting shares or voting rights of the offeree by the offeror or persons acting in concert subsequent to negotiation, discussion, understanding or 16
21 agreement with the directors of the offeree in relation to the proposed issue of the rights or options; or (B) a purchase of the rights or options of the offeree by the offeror or persons acting in concert subsequent to the issuance of such rights or options, before the completion of the exercise of the conversion or subscription rights or options; or for circumstances under subparagraph 16.1 where the exemption is sought for a duration or the whole tenure of the rights or options (i) for existing rights or options (A) (B) a purchase of voting shares or voting rights of the offeree by the offeror or persons acting in concert in the six months prior the date of seeking consultation with the SC for the exemption; or a purchase of the rights or options of the offeree by the offeror or persons acting in concert subsequent to disclosure in the independent advice circular and (aa) (ab) (ac) before the completion of the exercise of the rights or options; before the expiry of the validity period for which the exemption has been granted; or where the exemption is no longer relevant as the holding of the offeror and the persons acting in concert (if relevant) is more than 50% of the voting shares or voting rights of the offeree, whichever is earlier; or (ii) rights or options to be issued (A) a purchase of voting shares or voting rights of the offeree by the offeror or persons acting in concert subsequent to negotiation, discussion, understanding or 17
22 agreement with the directors of the offeree in relation to the proposed issue of the rights or options; or (B) a purchase of the rights or options of the offeree by the offeror or persons acting in concert subsequent to the issuance of such rights or options and (aa) (ab) (ac) before the completion of the exercise of the conversion or subscription rights or options; before the expiry of the validity period for which the exemption has been granted; or where the exemption is no longer relevant as the holding of the offeror and the persons acting in concert (if relevant) is more than 50% of the voting shares or voting rights of the offeree, whichever is earlier For the purpose of the meeting of independent holders of voting shares or voting rights mentioned in subparagraph 16.3, the following procedures must be observed: (i) (ii) (iii) (iv) (v) (vi) the resolution for the exemption is separate from other resolutions but may be conditional on other resolutions; all interested parties are required to abstain from voting on the resolution at the meeting; the voting at the meeting is conducted by way of a poll. The result of the poll must be confirmed by an independent auditor; the holders of the relevant class of voting shares or voting rights of the offeree are provided with competent independent advice regarding the proposed exemption; the independent adviser who is providing the independent advice has declared its independence to the SC; the independent advice circular setting out details of the proposed exemption has been consented to by the SC before being dispatched; and 18
23 (vii) the independent advice circular is dispatched to the relevant holders at least 14 days before the meeting For the purposes of subparagraph 16.5(ii), interested parties include the following persons the offeror and any person acting in concert; the directors of the offeree if they have any holdings which they intend to retain and which they propose to use in the future in cooperation with the applicant and persons acting in concert with the applicant; or any person whose interest in the outcome of the voting will result in some relationship and future co-operation with the offeror and persons acting in concert with the offeror other than as a holder of voting shares or voting rights of the offeree In cases involving underwriting or placing of an offeree s voting shares or voting rights, the offeror and any person acting in concert must submit to the SC details of all the proposed underwriters or placees, including any relevant information to establish whether or not there is a group acting in concert, and the maximum percentage which they will hold as a result of implementation of the proposal In considering an exemption, the SC will take into consideration whether the holders of voting shares or voting rights of the offeree have passed the relevant resolution in the meeting referred to subparagraph 16.5(i) An exemption granted by the SC under paragraph 16.1 will be invalidated once the offeror or the persons acting in concert have triggered a disqualifying transaction. However, the exemption granted by the SC remains valid for the period prior to the disqualifying transaction Where an offeror and persons acting in concert have obtained an exemption from the SC, the offeror and the persons acting in concert shall disclose to the SC the holding of the offeror and persons acting in concert in the offeree within 7 days from the date of the completion of the following (i) the proposals as provided under paragraph 16.1; 19
24 (ii) (iii) the expiry of the validity period for which the exemption has been granted; or the offeror and the persons acting in concert are holding more than 50% of the voting shares or voting rights of the offeree; and all dealings in the offeree s securities by the offeror and persons acting in concert for a period of 12 months after the completion of the proposals, within 7 days from the date of the transaction The independent advice circular referred to in subparagraph 16.5(vi) must contain and include all information and statements as required under Schedule 3 of the Code. It must also contain a statement that the SC will consider an application for an exemption if the independent holders of voting shares or voting rights have agreed that the parties gaining control over the offeree need not make a mandatory offer An application for an exemption from a mandatory offer obligation arising from the exercise of the conversion or subscription rights or options shall be made before the intended conversion date The SC may grant the exemption arising from the exercise of conversion or subscription rights or options for a longer validity period up to the expiry date of the conversion or subscription rights or options, subject to: the offeror and persons acting in concert disclosing in the independent advice circular, the validity of the exemption, that if granted, subsequent shareholders approval will not be needed during the validity period; and the offeree disclosing in its annual and interim accounts and any public document, including annual reports, prospectuses and circulars, throughout the validity period and the conversion or subscription rights or options remain outstanding, the following: (i) (ii) The validity period for which the exemption has been granted; The number and percentage of voting shares or voting rights and the conversion or subscription rights or options in the offeree held by the offeror and persons acting in concert as at the latest practicable date prior to the disclosure; 20
25 (iii) (iv) (v) The maximum potential voting shares or voting rights of the offeror and persons acting in concert in the offeree, if only the offeror and persons acting in concert (but not other holders) exercise the conversion or subscription rights or options in full; There is no acquisition of voting shares or voting rights or acquisition of the conversion or subscription rights or options of the offeree (excluding issuance of new offeree shares following the exercise of the conversion or subscription rights or options, or where all offeree shareholders are entitled to new offeree shares, rights, conversion or subscription rights or options on a pro-rata basis) by the offeror and persons acting in concert throughout the validity period of the exemption; and A statement that a mandatory offer obligation will not arise following the full conversion as the exemption has been granted. Rescue operation 17.1 An offeror may apply for an exemption from a mandatory offer obligation where the objective of a proposal is to rescue the financial position of an offeree The SC may reject an application for an exemption under this paragraph where the objective of the proposal is to rescue the financial position of a major shareholder of an offeree In reviewing an application for an exemption under this paragraph, the SC may take the following into consideration for the granting of the exemption the net tangible assets per voting share of the offeree is less than 50% of its par value; the offeree has a debt-equity ratio of more than 3:1; (d) no dividend has been distributed for the last two consecutive years; any rights issue by the offeree would likely fail; and 21
26 (e) the rescue operation would benefit the offeree Where the offeree is a listed real estate investment trust, the SC may consider granting the exemption [in addition to subparagraphs 17.3, (d) and (e)], if the total asset value is reduced by more than 50% of the cost of acquisition of the fund Before granting the exemption, the SC may, where it deems necessary, require the offeror to obtain an independent confirmation of the financial position of the offeree. The appointment of the person providing such independent confirmation must be approved by the SC The confirmation by the competent independent person must include a report on the offeree s financial position for the last three financial years on the following: Financial indications, such as ratio analysis, earnings (loss) per voting share, net tangible assets backing and total asset value and cots of acquisition of the fund; Sources of funds and cash flow statements; and Other relevant transactions, such as dividend payment, liabilities outstanding, legal suits pending, contingent liabilities and material events. Enforcement of security for a loan 18.1 The following persons, by reason of their holding of voting shares or voting rights in an offeree as security for a loan, are exempted from the requirement to undertake a mandatory offer: A registered person specified in the third column of Part 1 of Schedule 4 of the Act; A registered person specified in the third column of item 1, Part 2 of Schedule 4 of the Act; and A holder of a Capital Markets and Services Licence who carries on a business of dealing in securities Under paragraph 18.1, where a lender intends to enforce the security by making an arrangement to transfer the voting shares or voting rights to 22
27 itself, the lender will incur a mandatory offer obligation and may therefore apply for an exemption The SC may consider an application under paragraph 18.2 for an exemption if all of the following criteria are met the voting shares or voting rights of the offeree were not pledged under circumstances where the lender had reason to believe that foreclosure would be likely; the lender is able to justify to the SC that foreclosure is necessary; and the lender undertakes to place the voting shares or voting rights of the offeree within six months from the date of the foreclosure, or such longer period as may be determined by the SC, so as to reduce its holding to 33% or lesser in the offeree Any exemption granted to the lender will not apply to an acquirer who acquires from the lender such voting shares or voting rights. Placement of voting shares or voting rights 19.1 Pursuant to a restructuring exercise or issuance of new voting shares or voting rights as consideration, an exemption may be sought by an offeror who obtains control in an offeree but makes a prior firm arrangement or gives a written undertaking to the SC to reduce his holding in the voting shares or voting rights of the offeree to 33% or less; or an underwriter who obtains control in an offeree pursuant to him underwriting the voting shares or voting rights in the offeree (aggregated together with the existing voting shares or voting rights already held by the underwriter) For the purposes of subparagraph 19.1, a firm arrangement means the following the proposal is conditional upon the placement of the excess voting shares or voting rights; or 23
28 the offeror has entered into an agreement for placement of the voting shares or voting rights of the offeree; and an underwriter has been appointed to underwrite the placement, or in the absence of an underwriter, a placee has been identified for the voting shares or voting rights of the offeree For the purposes of subparagraph 19.1 the written undertaking to the SC must state that such placement will be undertaken as soon as practicable but not later than three months after the acquisition; and an underwriter has been appointed to underwrite the placement An offeror declares that none of the parties who will be acquiring his excess voting shares or voting rights is acting in concert with him For the purposes of subparagraph 19.1, the SC may consider granting an exemption to the underwriter if the underwriting is in the normal course of business of the underwriter; and the underwriter gives a written undertaking to the SC to place out the voting shares or voting rights within six months from the date of the approval of the exemption or such longer period as may be determined by the SC Any exemption granted to an offeror or an underwriter, under paragraph 19.1 will not apply to an acquirer of the voting shares or voting rights of the offeree from the offeror or the underwriter. Written undertakings not to accept a take-over offer 20.1 An offeror may apply for an exemption from a mandatory offer obligation if he is able to satisfy the SC that the remaining holders of voting shares of an offeree have given written affirmations that they will not accept a take-over offer, if such an offer is made The SC may consider an application for an exemption under paragraph 20.1 provided that 24
29 the offeree is an unlisted company; and where the offeror holds more than 50% of the voting shares of the offeree, all the remaining holders of voting shares have provided an undertaking in writing that they do not wish to accept a take-over offer if one is made in accordance with the provisions of the Code; or where the offeror holds less than 50% of the voting shares of the offeree, an undertaking in writing by the remaining holders of voting shares, holding more than 50% of the voting shares of the offeree, that they do not wish to accept a take-over offer if one is made in accordance with the provisions of the Code. Acquisition of additional voting shares or voting rights by members of a group acting in concert 21.1 An offeror may apply for an exemption from a mandatory offer obligation in a situation where (d) a group of persons acting in concert holding more than 33% but not more than 50% of the voting shares or voting rights of an offeree, and as a result of acquisition of voting shares or voting rights from one or more members of the group, a member of the group will control the offeree; a group of persons acting in concert holding more than 33% but not more than 50% of the voting shares or voting rights of the offeree and one member of the group who holds more than 33% but not more than 50% of the voting shares or voting rights, acquires more than 2% voting shares or voting rights of the offeree in any six-month period from one or more members of the group; a group of persons acting in concert holding more than 50% of the voting shares or voting rights of an offeree and as a result of acquisition of voting shares or voting rights from either members of the group or non-members, a member of the group will control the offeree; or a group of persons acting in concert holding more than 50% of the voting shares or voting rights of an offeree, and one member of the group who holds more than 33% but not more than 50% of the voting shares or voting rights, acquires more than 2% voting 25
30 shares or voting rights of the offeree in any six-month period from either members of the group or non-members The SC may consider granting an exemption for the application under paragraph 21.1 after taking into account the following factors (d) (e) (f) changes in the ultimate offeror; changes to the balance between the holding of voting shares or voting rights of the group in the offeree; premium on the price to be paid for the voting shares or voting rights of the offeree; the relationship between the persons acting in concert and how long they have been acting in concert; whether one or more of the members of the persons acting in concert will increase their voting shares or voting rights to more than 50% in the offeree; and the details on how and when the seller obtained his interest in the offeree In determining whether a premium will be paid for the voting shares or voting rights of the offeree, the SC shall have regard to either the prevailing market price of the voting shares or voting rights of the offeree, in the case of a listed offeree ;or the net assets and net tangible assets of the offeree, in the case of an unlisted offeree. Compulsory acquisition under the Companies Act A person may apply for an exemption from a mandatory offer obligation where he intends to proceed with a compulsory acquisition under section 180 of the Companies Act The SC may consider granting an exemption to the offeror if the offeror gives a written undertaking to the SC that 26
31 he will implement the compulsory acquisition under section 180 of the Companies Act 1965; and he has sufficient financial capability to undertake the compulsory acquisition Where an offeror has been granted an exemption by the SC under paragraph 22.1 but is unable to implement the compulsory acquisition within six months from the date of the exemption granted, the exemption will be invalidated and the offeror will be required to make a mandatory offer under section 9 of the Code immediately Where an offeror has been granted an exemption by the SC under paragraph 22.1, sections 13, 21, 22, 29, 34, 38, 39 and 40 of the Code shall apply to the offeror and the relevant parties until the compulsory acquisition is effected and completed. National policy 23.1 An offeror may apply for an exemption where the acquisition which will cause him to incur a mandatory offer obligation has been approved based on national policy The SC may grant an exemption under paragraph 23.1 if the offeror has obtained the necessary approval from the respective sector regulators, whereby the offeror or a group of persons acting in concert with him is allowed to increase or maintain their voting shares or voting rights of the offeree to or at a specified threshold if any. Share Buy Back Scheme 24.1 An offeror who triggers a mandatory offer obligation as a result of a share buy back scheme may apply to the SC for an exemption The SC, however, will not grant an exemption if an offeror has previously acquired voting shares or voting rights of the offeree with the knowledge that the offeree intended to seek permission from its holders of voting shares or voting rights to purchase its own voting shares or voting rights An exemption granted under paragraph 24.1 will expire upon 27
32 the expiry of the relevant shareholders approval under section 67A of the Companies Act 1965, the SC s Guidelines on Real Estate Investment Trusts or any relevant governing statute or provision; the date on which the company announces it has bought back such number of shares as approved by shareholders at the latest general meeting; or the date on which the offeree announces it has decided to cease buying back its shares, whichever is earlier When an exemption expires, a new application for an exemption will need to be made, if needed. Whitewash Procedure 24.5 Where an application for exemption is made under paragraph 24, the SC may consider granting the exemption if the offeror and persons acting in concert have satisfied the following there is no disqualifying transaction; approval has been obtained from the independent holders of voting shares or voting rights of the offeree at a meeting of the holders of the relevant class of voting shares or voting rights to waive their rights to receive the mandatory offer from the offeror and persons acting in concert; and the names of the parties that have abstained from voting at the general meeting have been submitted to the SC For the purpose of the meeting mentioned in subparagraph 24.5, the following procedures should be observed the resolution for the exemption is separate from other resolutions but may be conditional on other resolutions; all interested parties have abstained from voting on the resolution at the meeting; 28
33 (d) (e) (f) (g) the voting at the meeting is conducted by way of a poll. The result of the poll has to be confirmed by an independent auditor; the holders of the relevant class of voting shares or voting rights of the offeree are provided with competent and independent advice; the independent adviser who is providing the independent advice has declared its independence to the SC; the SC has consented to the contents of the independent advice circular setting out details for the proposed exemption before dispatched; and the independent advice circular is dispatched to holders of the relevant class of voting shares or voting rights of the offeree at least 14 days before the general meeting For the purposes of subparagraph 24.5, a disqualifying transaction refers to purchase of voting shares or voting rights by the offeror or persons acting in concert before the expiry of the exemption granted with the knowledge that the offeree intends to undertake a share buy back For the purposes of subparagraph 24.6, interested parties include the following persons the offeror and persons acting in concert with him; the directors of the offeree if they have any holdings which they intend to retain and which they propose to use in the future in cooperation with the applicant and persons acting in concert with the applicant; or any person whose interest in the outcome of the voting may result in some relationship and future co-operation with the applicant and persons acting in concert with the applicant other than as a holder of voting shares or voting rights of the offeree In considering an exemption, the SC will take into consideration whether the holders of voting shares or voting rights of the offeree have passed the relevant resolution in the meeting referred to subparagraph An exemption granted by the SC under paragraph 24.1 will be invalidated once the offeror or the persons acting in concert have triggered a 29
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