Malaysian Code On Takeovers And Mergers 2016 Pdf

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Is there a regulatory regime applicable to mergers and similar transactions? The Code applies to: 1 public companies, whether listed or unlisted, including a public company that is incorporated outside Malaysia but is listed on Bursa Malaysia Securities; and 2 real estate investment trusts which are listed on Bursa Malaysia Securities.

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Public mergers and acquisitions in Malaysia: overview

Is there a regulatory regime applicable to mergers and similar transactions? The Code applies to: 1 public companies, whether listed or unlisted, including a public company that is incorporated outside Malaysia but is listed on Bursa Malaysia Securities; and 2 real estate investment trusts which are listed on Bursa Malaysia Securities.

The Securities Commission SC. Is there a supranational regulatory agency e. If so, indicate. Are there pre-merger filing requirements; if so, where are they published? However, there are several pre-merger steps which must be complied with. These steps include submitting documents to the SC for approval. Additional Comments: 1 Under Section 11 of the Code, where there is untoward movement or increase in the volume of share turnover of an offeree, the potential offeror is required to make an announcement as to whether there is a take-over or possible take-over offer before approaching the board of directors of the offeree.

The announcement must be made by way of a press notice, that is, a notice given to at least 3 daily newspapers circulating throughout Malaysia, one of which shall be in the national language, and one in English. The announcement will then be dispatched to all the shareholders of the offeree within 7 days of receipt of the take-over notice. The independent advice circular must also contain the views and advice of the board of directors of the offeree. The consent of the SC must be obtained before the circular to the shareholders and the independent advice circular are issued to the offerees shareholders.

What kinds of transactions are "caught" by the national rules? Identify any notable exceptions The Code provides for 3 types of take-over offers: 1 mandatory offers; 2 partial offers; and 3 voluntary offers.

Control has been defined as the acquisition or holding of, or entitlement to exercise or control the exercise of, voting shares or voting rights of more than thirtythree per centum, or such other amount as may be prescribed in the Code in a company, howsoever effected. The obligation to make a mandatory offer under the Code applies to a downstream company where a person intends to obtain, or has obtained, control of an upstream entity e.

Voluntary offers and partial offers are not mandatory but the requirements of the Code must be complied with if such offers are to be made. Practice Note 9 permits the SC to exempt an offeror from the obligation to make a mandatory offer in certain circumstances. These circumstances include where: 1 the obligation to make a mandatory offer arises from an issue of new securities by the offeree; 2 the proposal is to rescue the financial position of an offeree; 3 the acquisition has been approved based on national policy; or 4 the obligation to make a mandatory offer arises from the implementation of a share buy-back scheme by the offeree.

Is there a "size of transaction" threshold? Is there a "size or turnover of the parties" test; if so, what is it and how are size and turnover to be calculated? If so, specify. Is the filing voluntary or mandatory?

What are the penalties for noncompliance? There are no filing requirements. However, the pre-merger steps discussed in Question 4 above are mandatory. Additional Comments: The penalties for non-compliance are as follows: 1 Section of the CMSA provides that contravention of the Code and the rulings made under section 4 of the CMSA is an offence punishable with a fine of not more than RM1,, or imprisonment of up to 10 years , or both.

Time in which a filing must be made. As discussed in Question 4, there are no filing requirements. The timeline for premerger steps have been set out in Question 4. Form and Content of Initial Filing. A non-exhaustive list of the information to be included in the offer document and the independent advice circular are set out in the First Schedule and the Second Schedule respectively of the Code. Are filing fees required? Schedule 2 of the Capital Markets and Services Fees Regulations provides that the fees and charges are are as follows: 1 Clearance of the offer document for an offer with a value of RM1.

An offeror must keep a take-over offer open for acceptance for a period of not less than 21 days from the date the offer document is first posted.

Additional Comments: The offer cannot be revised after 46 days from the date of dispatch of the offer document. A revised offer must be kept open for at least 14 days. Can they be shortened by the parties or be extended by the regulatory agency? The offeror is required to: 1 submit the offer document for the SCs consent within 4 days from the issue of the take-over notice section 12 1 of the Code ; and 2 to dispatch the offer document to the offeree and its shareholders within 21 days from the issue of the take-over notice section 12 3 of the Code.

The offeree is required to issue the independent advice circular within 10 days from the date of dispatch of the offer document to the offerees shareholders section 15 2 of the Code. From the foregoing, it is implicit that the SC must issue its consent to the offer document and the independent advice circular within the aforementioned timeframes. In practice it is not unusual for the time frames to be extended. What is the substantive test for clearance?

There is no substantive test for clearance. The First and Second Schedules of the Code provide a non-exhaustive list of the information to be included in the offer document and the independent advice circular respectively. What are the common Post-Filing Procedures: Requests for further information, etc? There are no common post filing procedures prescribed by the Code or the Practice Notes. Describe the procedures if the agency wants to challenge the transaction? The Code does not prescribe any such procedures.

Describe the penalties applicable to the implementation of a merger before clearance or of a prohibited merger? The same penalties apply as discussed in Question 9 above. Its role is to ensure compliance with disclosure requirements in relation to documents that are to be issued in relation to a take-over offer. Open navigation menu. Close suggestions Search Search. User Settings.

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Malaysia - Legal Aspects of Doing Business in Asia - Second Edition

The Code is based upon six General Principles, which are essentially statements of standards of commercial behaviour. They apply to takeovers and other matters to which the Code applies. They are expressed in broad general terms and the Code does not define the precise extent of, or the limitations on, their application. They are applied in accordance with their spirit in order to achieve their underlying purpose. In addition to the General Principles, the Code contains a series of rules. Although most of the rules are expressed in less general terms than the General Principles, they are not framed in technical language, and like the General Principles, are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter.

The Code on Take-overs and Mergers was the first codified law on takeover and merger in Malaysia. The Code was heavily influenced by the English takeover law. Due to the tremendous development on takeovers and mergers exercise, the Code was revised and later replaced by the Malaysian Code on Take-overs and Mergers , deriving its power from section of the Capital Market and Services Act CMSA. The key objectives of the Code are to strengthen investor protection, institute higher standards of governance in takeovers and mergers activities, enhance transparency and improve efficiency. Takeovers and mergers in Malaysia have largely been friendly in nature. Takeover offer is widely defined and it covers scheme of arrangement, selective capital reduction, amalgamation and consolidation.

Jo Yan graduated from Oxford University, and was called to the Bar in He practised as a litigator before becoming an advisory and transactional lawyer. He advises on mergers and acquisitions, cross-border transactions, joint ventures, private equity, real estate and immigration. His portfolio of corporate work also encompasses advising on corporate governance, regulatory compliance, employment disputes and corporate and commercial matters. Advised a Middle Eastern special purpose vehicle in its general offer and privatisation of three Malaysian publicly listed companies for a total consideration in excess of RM1. Advised a special purpose vehicle of a consortium of Middle Eastern investors in its general offer for the shares of two Malaysian publicly listed construction companies for USD million.


Malaysian Code on Take-Overs and Mergers (pdf) · Rules on Take-Overs, Mergers and Compulsory Acquisitions (pdf) (Issued: 15 August ) (Revised: 5​.


The Takeover Code

Comprehensive operational and conduct requirements in relation to take-overs are now encapsulated in the Rules which contain explanatory notes providing guidance on their application. The Rules are the SCM guidelines. As before, the Code and Rules apply to listed corporations and do not apply to private companies. A change under the new take-overs framework is that the Code and Rules now apply to sizeable unlisted public companies with more than 50 shareholders and net assets of RM15 million or more[3].

The Malaysian market has shifted over the past six years to attract both foreign and local investors to invest in several public companies through a series of acquisition transactions. From here on out, the consumer and financial sectors led the way in most merger and acquisition transactions in Malaysia and continued to do so in with the acquisition of This article will provide a brief overview of the types of mergers and acquisitions transaction structures, typical legal agreements involved and applicable key laws and regulations within the context of mergers and acquisitions in Malaysia. The difference between a merger and an acquisition is that a merger occurs when two entities join together to create a new entity.

This resource is periodically updated for necessary changes due to legal, market, or practice developments. Significant developments affecting this resource will be described below. What's on Practical Law? Show less Show more.

Malaysian Code on Take-Overs and Mergers 2010

Malaysia revamps code on mergers and takeovers

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Is there a regulatory regime applicable to mergers and similar transactions? The Code applies to: 1 public companies, whether listed or unlisted, including a public company that is incorporated outside Malaysia but is listed on Bursa Malaysia Securities; and 2 real estate investment trusts which are listed on Bursa Malaysia Securities. The Securities Commission SC. Is there a supranational regulatory agency e.

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