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In brief

On 28 December 2021, the Securities Commission of Malaysia (SC) revised the Rules on Take-overs, Mergers and Compulsory Acquisitions (Rules). The effective date of the revisions is 29 December 2021. 

This Alert focuses on the key amendments introduced to the Rules and a comparison against equivalent provisions under the United Kingdom’s Takeover Code (UK Code), the Singapore Code on Take-Overs and Mergers (SG Code) and the Hong Kong Codes on Takeovers and Mergers and Share Buy-Backs (HK Code). 


Summary of amendments

The SC has introduced three key amendments to the Rules, which are summarized as follows:

  1. Introduction of new restrictions on dealings by persons who are not the offeror prior to the announcement of a take-over offer
  2. Clarification in respect of pre-conditional announcements and pre-conditional voluntary offer announcements
  3. Introduction of new conduct requirements that will apply in a whitewash exemption

Additionally, the SC also refined other sections of the Rules and these are summarized under “other amendments”. 

Click here to download the Full Alert.

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© 2022 Wong & Partners. This client alert was issued by Wong & Partners, a member firm of Baker McKenzie International, a global law firm with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a “partner” means a person who is a partner or equivalent in such a law firm. Similarly, reference to an “office” means an office of any such law firm. This may qualify as “Attorney Advertising” requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome.

Author

Brian Chia heads the Corporate, Commercial & Securities Practice Group of Wong & Partners. He has been ranked as a Tier 1 practitioner in the area of Corporate/M&A in Chambers Asia Pacific since 2011 and in Chambers Global since 2013. He has been recognised as a leading lawyer in the Corporate and M&A practice by Asia Pacific Legal 500 and IFLR1000 since 2011, and by Asialaw Profiles since 2008. Mr. Chia has also been nominated for the "Asian Legal Business Client Choice Hot 75 Survey – Asia’s Best 75 lawyers" by leading in-house counsels across the Asian region, and most recently won the Client Choice – International 2014 for M&A in Malaysia. Mr. Chia played a pivotal role in building and leading the practice, which was recognised as the Malaysia Deal Firm of the Year by Asian Legal Business in 2012, 2013 and 2015, among other accolades.

Author

Sue Wan Wong is a partner in the Corporate, Commercial & Securities Practice Group of Wong & Partners and she also drives the Firm's fintech practice. Chambers FinTech Legal ranks the practice as the sole Band 1 firm in Malaysia and lists Sue Wan as a Notable Practitioner. She was recognised as a Notable Practitioner for M&A in 2020 and 2021 by IFLR1000, having previously been named as Rising Star in 2018 and 2019. She is also ranked as a Distinguished Practitioner for Corporate and M&A since 2020 by Asialaw Profiles, which has also recognised her expertise in Labour & Employment and Insurance & Reinsurance previously. Sue Wan was named as Woman Lawyer of the Year in 2018 by Asian Legal Business, and was recognised in 2015 in their inaugural The ALB 40 Under 40 list which showcases the brightest legal minds in Asia. Sue Wan is a member of the US-ASEAN Business Council (Financial Services Committee) and she was the former Secretary of the Fintech Association of Malaysia.

Author

Angel Ling is a Senior Associate in Baker McKenzie Kuala Lumpur office.

Author

Adrian Wong is a senior associate at Wong & Partners.

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