Malaysia – Revised Rules on Take-overs, Mergers and Compulsory Acquisitions.

• The SC emphasised that any legal or professional advice on the interpretation, application or effect of the Takeover Rules is not an appropriate alternative to obtaining a consultation or ruling from the SC. In cases of doubt, the SC must be consulted.
 

• The end of an offer period has been further clarified by including additional circumstances, for example, (a) the time when a potential offeror announces that the possible offer will not proceed, or (b) when the scheme of arrangement has become effective.
 

• In relation to the exemption from the mandatory offer obligation, any acquisition of shares by an offeror or his persons acting in concert within six months after the shareholders’ meeting from a person who was a director or substantial shareholder of the offeree at the time of the whitewash proposal shall be deemed as a favourable deal, and unless such acquisition is waived by the SC, the exemption granted by the SC on the mandatory offer obligation will be invalidated.
 

• A take-over offer must not be subject to any conditions or pre-conditions which depend on the subjective judgments by the offeror. However, the SC may accept an element of subjectivity in certain circumstances (for example, cases involving official authorisations or regulatory approvals). Any inclusion of pre-conditions in the offer shall require the SC’s prior consent.
 

• The SC has introduced restrictions on dealings before the offer period, where any person (save for the offeror) who has confidential price-sensitive information concerning an actual or contemplated offer must not deal in the securities of the offeree (including convertible securities, warrants, options and derivatives in respect of such securities).
 

The Take-over Rules can be accessed here.
 

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