Please enter your email address Please enter a valid email Please enter a maximum of 5 recipients. Use ; to separate more than one email address. Recipient email s : Please enter an email address Please enter valid email addresses Recipient name s : Please enter a recipient name Email yourself a copy? The SC administers the Code and issues rulings in the interpretation of the Code and on the practice and conduct of persons involved in a takeover offer, merger or compulsory acquisition, including an acquirer, offeror, target and their officers and associates. The Code applies to a public company whether or not listed on any stock exchange and includes a company that is incorporated outside of Malaysia but listed on any stock exchange in Malaysia, and to a real estate investment trust Reit listed on any stock exchange in Malaysia.
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Please enter your email address Please enter a valid email Please enter a maximum of 5 recipients. Use ; to separate more than one email address. Recipient email s : Please enter an email address Please enter valid email addresses Recipient name s : Please enter a recipient name Email yourself a copy? The SC administers the Code and issues rulings in the interpretation of the Code and on the practice and conduct of persons involved in a takeover offer, merger or compulsory acquisition, including an acquirer, offeror, target and their officers and associates.
The Code applies to a public company whether or not listed on any stock exchange and includes a company that is incorporated outside of Malaysia but listed on any stock exchange in Malaysia, and to a real estate investment trust Reit listed on any stock exchange in Malaysia.
However, in a voluntary offer, the SC may allow a higher acceptance condition to be fixed. A friendly acquisition may also take the form of a tender offer or by way of a scheme of arrangement, compromise, amalgamation or selective capital reduction, all of which come within the purview of the Code.
How long is the deal open to competing bids? The Code governs the timetable of a takeover. An offer will be open for a minimum period of 21 days but if a compulsory acquisition is carried out, it will take longer. A scheme requiring court sanction will usually take between three to six months or longer to complete. A mandatory offer must be in cash or with a cash alternative of at least equal value. A voluntary offer may be in cash or in the form of securities. In a scheme, consideration may be in cash or securities and is paid directly to the shareholders of the target in exchange for them agreeing to a cancellation of their shares.
Further, the Code is designed to accord equal treatment to shareholders of the same class. Control premiums and other preferential pricing arrangements are therefore prohibited. The Code also provides for the best price rule in that, in certain circumstances, the offer price must not be less than the highest price paid or agreed to be paid by the offeror or person acting in concert with the offeror for the shares in the target within six months prior to the beginning of the offer period.
Are bank guarantees or certain funding of the purchase price required? In a voluntary offer, SC may permit a higher level of acceptance and may include any other conditions except for a self-defeating condition. In addition, the Code requires, in the case of a cash offer or an offer with an element of cash, that the offeror should ensure and his financial adviser should be reasonably satisfied that the takeover offer will not fail due to the insufficient financial capability of the offeror.
There is stamp duty chargeable on transfers of unlisted shares of Malaysian companies, calculated at 0. For a takeover effected by a scheme whereby existing shares in the target are cancelled and new shares in the target are issued, no stamp duty is chargeable on cancellation and issuance of new shares. While the general forms of defence are available, these are subject to the non-frustration principle contained in the Code, which essentially prohibits the board of a target from doing anything to frustrate an offer or deny the shareholders of the target an opportunity to decide on the merits of an offer after a bona fide offer is made or believed to be imminent.
Examples of such action or decision are the issuance of new shares by the target, the issuance or granting options in respect of any unissued shares of the target and the sale, disposal of or acquisition or agreement to sell, dispose of or acquire assets of the target of a material amount.
However, do note that certain frustrating actions are permitted if approved by its shareholders at a general meeting or if approved by the SC. Upon its receipt of a takeover notice, the board of the target can seek an alternative offer. It can also recommend that a takeover offer be rejected or accepted. No, but if information has been provided to a potential bidder, the Code requires that the same information must be given to another bona fide potential bidder upon request.
The non-frustration principle outlined in section 4. In addition, a bidder may improve the terms of the offer to make the offer more attractive. In a friendly takeover, a bidder may, before making the takeover offer public, seek irrevocable commitments to accept an offer from major shareholders. A shareholder is free to agree with the bidder so long as such an agreement does not bind the target, and provided that the bidder abides by the no favourable deals principle.
The Malaysian Competition Act Act does not have any merger control provisions. As such, the Act does not require any notification or pre-merger clearance to be filed or obtained for any mergers and acquisitions.
Despite the lack of merger control provisions, businesses must ensure that the outcome of post-mergers or acquisitions does not breach any prohibitions under the Act. The Act comprises two main areas of prohibitions, namely: i the prohibition on anti-competitive agreements; and, ii the prohibition on the abuse of a dominant market position.
The Malaysian Competition Commission has the power of enforcement over any contravention of the Act. Please see section 6. Restrictions on foreign ownership have been imposed by the regulators in certain sectors such as financial services, energy, oil and gas, defence and wholesale and retail trade to safeguard the national interest and interest of local businesses and to promote local capabilities.
The primary legislation is the Malaysian Anti-Corruption Commission Act MACCA which addresses corruption involving officers of a public body and agents which means any person employed by or acting for another. This is echoed in the Penal Code in relation to corruption involving public servants. In addition, the Customs Act legislates against the offering and receiving of bribes by officers of customs or other persons duly employed for the prevention of smuggling. There is a general disclosure obligation for every shareholder who holds substantial shareholding a person who has an interest in shares of not less than five percent of voting shares in a public company in Malaysia to disclose its interest within a prescribed time period of its first acquisition, or of any subsequent changes and upon ceasing to be a substantial shareholder.
Interest in shares is defined very broadly to extend to indirect shareholding, and there are penalties for non-compliance. In to , Malaysian companies have made substantial investment overseas, primarily in the oil and gas and real estate sectors. It is likely that government-linked companies may scale back on foreign investments to contain capital outflows, which may weigh on the ringgit. In inward-bound investments, the weakening of the ringgit should attract more foreign investments.
The construction sector will remain buoyant, fuelled by demand from mega projects, including the seven infrastructure projects involving highways, railways and public transport that have been announced in the recent budget as being on track for implementation in Private equity investments will likely garner more interest, particularly in the retail, technology and consumer sector.
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Capital Markets and Services Act 2007
This page was last edited on 22 Septemberat The Capital Markets and Services Actin its current form malasia Septemberconsists of 13 Parts containing sections and 11 schedules including 4 amendments. Akta Pasaran Modal Dan Perkhidmatanis a Malaysian laws which enacted to consolidate the Securities Industry Act [Act ] and Futures Industry Act [Act ], to regulate and to provide for matters relating to the activities, markets and intermediaries in the capital markets, and for matters consequential and incidental thereto. Structure [ edit ] Malayaia Capital Markets and Services Actin its current form 15 Septemberconsists of 13 Parts containing sections and 11 schedules including 4 amendments. Views Read Edit View history.
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