1. Malaysia-listed real estate investment trust (REITs) unit holders and foreign incorporated companies’ shareholders are given the same protection as shareholders of listed companies. At the moment, companies incorporated outside the country, such as some of the China listings on Bursa Malaysia are not subject to the Malaysian Code on Takeovers and Mergers.
2. Two new categories of persons acting in concert (PAC) are introduced. The first covers a company, its directors and shareholders as PAC if there is an arrangement between them that restricts the director or shareholder from making or accepting a takeover offer, or changing his or her shareholdings in the company. The second captures partners in a partnership as PAC if there is an arrangement that restricts them from making or accepting a takeover offer, or changing his or her shareholdings in the company.
3. A set of criteria for rebutting the PAC presumption is introduced. Parties who are genuinely not acting in concert are allowed to present evidence to prove that such is the case.
4. The conduct required of all parties — offerors, advisers and boards of offerees — involved in a takeover offer is clearly stated. This includes observing good standards of commercial behaviour, providing information to shareholders to enable them to make informed decisions, applying high standards of care to documents and information provided to shareholders, prohibiting activities that distort transparency and orderliness in the market, ensuring takeover offers are undertaken in accordance with time lines and prohibiting actions that could frustrate an offer.
5. A voluntary offer to be carried out with a higher acceptance threshold as a condition is allowed.
6. The settlement period in a takeover offer has been reduced from 21 days to 10 days for cash settlement and 14 days for share settlement.
7. Schemes of arrangement, compromise, amalgamation and selective capital reductions have the same effects as takeover offers, meaning they come under the SC as well. At the moment not all come under the SC.
8. A potential offeror or potential offeree is required to announce possible offers where there are unusual changes in the price of the potential offeree’s shares. Potential offerors will be prohibited from making a takeover offer within a period of six months should they deny making an offer.
9. Material changes in circumstances that occur upon the dispatch of documents or dissemination of information to shareholders by companies must be disclosed to the SC immediately.
10. Under the 2010 Code, an independent adviser who has been appointed by the board of an offeree will need to declare its independence from any conflict of interest or potential conflict of interest to the SC within three days of its appointment. No approval from the SC will be required for the appointment itself.
2. Two new categories of persons acting in concert (PAC) are introduced. The first covers a company, its directors and shareholders as PAC if there is an arrangement between them that restricts the director or shareholder from making or accepting a takeover offer, or changing his or her shareholdings in the company. The second captures partners in a partnership as PAC if there is an arrangement that restricts them from making or accepting a takeover offer, or changing his or her shareholdings in the company.
3. A set of criteria for rebutting the PAC presumption is introduced. Parties who are genuinely not acting in concert are allowed to present evidence to prove that such is the case.
4. The conduct required of all parties — offerors, advisers and boards of offerees — involved in a takeover offer is clearly stated. This includes observing good standards of commercial behaviour, providing information to shareholders to enable them to make informed decisions, applying high standards of care to documents and information provided to shareholders, prohibiting activities that distort transparency and orderliness in the market, ensuring takeover offers are undertaken in accordance with time lines and prohibiting actions that could frustrate an offer.
5. A voluntary offer to be carried out with a higher acceptance threshold as a condition is allowed.
6. The settlement period in a takeover offer has been reduced from 21 days to 10 days for cash settlement and 14 days for share settlement.
7. Schemes of arrangement, compromise, amalgamation and selective capital reductions have the same effects as takeover offers, meaning they come under the SC as well. At the moment not all come under the SC.
8. A potential offeror or potential offeree is required to announce possible offers where there are unusual changes in the price of the potential offeree’s shares. Potential offerors will be prohibited from making a takeover offer within a period of six months should they deny making an offer.
9. Material changes in circumstances that occur upon the dispatch of documents or dissemination of information to shareholders by companies must be disclosed to the SC immediately.
10. Under the 2010 Code, an independent adviser who has been appointed by the board of an offeree will need to declare its independence from any conflict of interest or potential conflict of interest to the SC within three days of its appointment. No approval from the SC will be required for the appointment itself.
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