The Securities and Exchange Commission of Pakistan (SECP) has revised the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 to provide a transparent and efficient system for the acquisition of substantial voting shares and take-overs of listed companies in the interest of investors, particularly minority shareholders.
The SECP issued an S.R.O. 1828 (I)/2022 on Wednesday to amend the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.
Under the regulations, the SECP has elaborated the procedure for disclosure of shares by the purchaser of the target company (company to be sold).
The weighted average share price shall be calculated as the total value/total volume of the Target Company in the ready market and only those days shall be incorporated where the shares of the Target Company have been traded, SECP stated.
The new procedure on the mode of payment revealed that the consideration for the voting shares to be acquired by the acquirer shall be payable in the form of cash; or by exchange or transfer of shares of listed company owned or held or proposed further issuance of shares by the acquirer or any person acting in concert subject to the specified conditions.
Such a company is listed for at least two years before the date of announcement of offer and shares of such listed company are presently being traded at the normal counter of the securities exchange. Provided that in case of proposed further issuance of shares, appropriate regulatory approvals in accordance with the requirements of the Companies Act, 2017 are in place prior to the Public Announcement of Offer.
The consideration for the voting shares to be acquired by the acquirer shall be payable in the form of by exchange or transfer of listed debt instruments owned/issued by the acquirer or held by any person acting in concert; or by exchange or transfer of listed convertible debt securities owned/issued by the acquirer or held by any person acting in concert; or by exchange of transfer of government debt securities owned/held by the acquirer or by any person acting in concert, SECP added.
