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NOTIFICATION

COMPANIES (SUBSTANTIAL ACQUISITION OF VOTING SHARES AND TAKEOVERS) REGULATIONS, 2008

[Gazette of Pakistan, Extraordinary, Part-II, 16th February, 2012]

S.R.O. 144 (I)/2012.—The following draft amendments in Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 which are proposed lo be made by the Securities and Exchange Commission of Pakistan in exercise of powers conferred by Section 29 A of the Listed Companies (Substantial Acquisition of Voting Shares and Take-Overs) Ordinance, 2002 (CIII of 2002), are hereby published for the information of all persons likely to be affected thereby and notice is hereby given that comments, if any, received within fifteen days from the date of this notification will be taken into consideration.

In the aforesaid Regulations,—

(1)  in Regulation 3,—

(i)      in sub-regulation (1), for the words "closure of public offer" the words "book closure" shall be substituted; and

(ii)     in sub-regulation (2), for the words "closure of public offer" the words "book closure" shall be substituted;

(2)     in Regulation 6, in sub-regulation (3), in clause (d), the words and comma "or assess the viability of the acquisition," shall be omitted:

(3)     in Regulation 8, in sub-regulation (4), after the numbers "500,000/-" the words and numbers "or one percent of the size of the public offer, whichever is higher" shall be inserted;

(4)     in Regulation 9, in sub-regulation (1), for the words "thirty sixth" the words "forty third" shall be substituted;

(5)     in Regulation 10,—

(i)      for the words "twenty-ninth" the words "thirty sixth" shall be substituted; and

(ii)     for the words "thirty-fifth" the words "forty second" shall be substituted;

(6)     in Regulation 12, for the word "be" the words "not be later than" shall be substituted;

(7)     in Regulation 13,—

(i)      in sub-Regulation 1,—

          (a)      in clause (a), the alphabet "a" shall be omitted and thereafter for the word "agreement" the word "agreement(s)" shall be substituted; and

          (b)     in clause (e), for the words "by a valuer whose name appears on the list of SBP approved list of valuer" the words "not earlier than six months before the date of such valuation, will be calculated by Category "A" Chartered Accountant firm on the panel of State Bank of Pakistan and in case of valuation of fixed assets the Chartered Accountant firm shall obtain the services of valuer whose name appears on the list of Pakistan Banks Associations approved list of valuers." shall be substituted;

(ii)     in sub-Regulation 2,–

          (a)      in clause (a), the alphabet "a" shall be omitted and thereafter for the word "agreement" the word "agreement(s)" shall be substituted; and

          (b)     in clause (c), for the words "by a valuer whose name appears on the list of SBP approved list of valuer" the words "will be calculated by Category "A" Chartered Accountant firm on the panel of State Bank of Pakistan and in case of valuation of fixed assets the Chartered Accountant firm shall obtain the services of valuer whose name appears on the list of Pakistan Banks Associations approved list of valuers." shall be substituted;

          (c)      for the word "Explanation" the word and number “Explanation 1" shall be inserted; and

          (d)     after sub-Regulation 2, amended as aforesaid, the following new explanation shall be inserted, namely,—

                    "Explanation 2.—The expression "negotiated weighted average price" shall includes total consideration paid together with the sum of the liabilities settled whether taken over or not, including off balance sheet liabilities, personal liabilities of sellers and consideration paid either in cash or otherwise against the shares purchased.";

(8)  in Regulation 14,–

(a)     for sub-regulation (1), the following new sub-regulations shall be substituted, namely,—

          "(1)    The acquirer may acquire any number of voting shares through an agreement but where the acquisition attracts the provisions of Section 5 or Section 6 of the Ordinance and the acquirer is acquiring voting shares, which taken together with voting shares if any held by such person, would entitle such person,—

                (a)    to more than twenty five per cent but less than thirty five per cent voting shares of the target company, the acquirer shall make a public announcement of offer for forty percent of the remaining voting shares of the target company;

                (b)   to control target company, the acquirer shall make a public announcement of offer for forty per cent of the remaining voting shares of the target company; or

                (c)    to more than thirty five per cent voting shares of the target company, the acquirer shall make a public announcement of offer for thirty five per cent of the remaining voting shares of the target company." ;

(b)     in sub-Regulation 2, for the words "thirty five per cent of the remaining voting shares" the words "twenty five percent in case of clause (i) and (ii) of sub-regulation (I) and twenty per cent in case of clause (iii) of sub-Regulation 1, of the remaining voting shares respectively" shall be substituted;

(9)  in Regulation 17, in sub-regulation (1), —

(i)      in clause (d), in sub-clause (ii), the word "or" at the end shall be omitted;

(ii)     in clause (c), for the full stop at the end the words, commas and semi colon "and required regulatory approvals could not be obtained during such time; or" shall be substituted; and

(iii)    after clause (e), amended as aforesaid the following new clause shall be inserted, namely,—

          "(f)    in any other case, with prior written approval of the Commission."

(10)  after Regulation 21, the following new regulation shall be inserted, namely,—

"21-A. Changes in the office of manager to offer.—(1) Any change in the office of manager to the offer, appointed in terms of Section 7 of the Ordinance shall be subject to the approval of the Commission and the manager to the offer shall continue to hold office till the new manager assumes the office.

(2)     The acquirer shall file an application with the Commission for the approval of change of manager to the offer along with the following information,—

(a)     the reason of change;

(b)     certificate from the manager to the offer clearly reflecting the compliance of relevant requirements till the current stage; and

(c)     consent for acceptance from the proposed manager to the offer.

(3)     After the approval of the Commission the acquirer shall, within two days of the receipt of approval from the Commission, publish in the same newspapers in which public announcement was published about the change of the manager to the offer and particulars of new manager to the offer. The acquirer shall, after approval of the Commission, immediately inform all the stock exchanges about the change of the manager to the offer and particulars of new manager to the offer.

(4)  The manager to the offers shall be liable for any default/non-compliance for the relevant period of appointment.";

(11)  in schedule VIII, in the Offer Timetable, in section T – 180 to T, the bullet and the words" Disclosure in manner specified in Section 4 of the Ordinance" at the end shall be omitted.