Rule · SECP · 23 Jun 2009
Acquirers must substitute "highest amongst the following" for "not lower than" and "and" for "or" in specified clauses. If holdings trigger a ninety percent threshold, acquirers must purchase at least fifty percent of the remaining voting shares. Thresholds shift from forty to thirty-five percent, with offer limits adjusting from sixty to seventy percent. Timeline deadlines extend from T+29 to T+36, T+36 to T+43, T+43 to T+50, and T+44/45 to T+51. Companies must add "stock exchange" and "with the highest trading volume" to disclosures and notify shares "physically" under regulation 19.
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
NOTIFICATION
Islamabad, the 23rd June, 2009
S.R.O. 590/(I)/2009.- In exercise of powers conferred by Section 29A of the Listed Companies (Substantial Acquisition of Voting Shares and Take-Overs) Ordinance, 2002 (Ordinance No. CIII of 2002), the Securities and Exchange Commission of Pakistan hereby makes the following amendment to the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008
In the aforesaid regulations,-
in regulation 13,-
(i) in sub-regulation (1),-
(A) for the words "not lower than" the word "highest amongst the following" shall be substituted; (B) in clause (c) (a) after the words "stock exchange", "coma" and the words "with the highest trading volume" and "coma" shall be added; (b) after the words "last six months" the words "preceding the date of the announcement of public offer" shall be added; (C) in clause (d) (a) after the words "stock exchange", "coma" and the words "with the highest trading volume coma" shall be added (b) in clause (b), after the semi-colon, for the word "or" the word "and" shall be substituted; (ii) in sub-regulation (2),- (a) for the words "not lower than" the word "highest amongst the following" shall be substituted: and (b) in clause (b), after the semi-colon, for the word "or" the word "and" shall be substituted:
in regulation 14,-
(i) in sub-regulation (1), for the words and comma "such number of voting shares, which together with the existing voting shares held by the acquirer will oblige the acquirer to acquire at least ninety percent of the total" the words "at least fifty percent of the remaining" shall be substituted; (ii) in sub-regulation (2), a) for the word "forty" the words "thirty five" shall be substituted; b) for the words "public offer made by the acquirer" the words "remaining voting shares" shall be substituted; (iii) in the Illustration,-
(a) after the word "announcement", the words "of offer" shall be inserted; (b) after the word "for" appearing for the first time, the words "fifty percent of" shall be inserted; (c) for the number "60" appearing for the first time, the number "70" shall be substituted; (d) for the number "24", the number "24.5" shall be substituted; (e) for the number "40", the number "35" shall be substituted; (f) after the word "the" the word "remaining" shall be inserted (g) for the number "60" appearing for the second time, the number "70" shall be substituted; and (h) the words "offered to be acquired through the public offer" shall be deleted.
in regulation 19, in sub-regulation (2),-
(i) in clause (b), for the figure "A" the figure and number "A2" shall be substituted; (ii) in clause (c), for the figures "AA" the figure and number "A1" shall be substituted;
in regulation 21(3),-
(i) after the word "shares" the word "physically" shall be inserted; and (ii) after the word "offer" appearing for the first time, the word "or" shall be inserted; and
in schedule VIII [regulation 23] Offer Timetable, -
a) for the "T+29" the "T+36" shall be substituted; b) for the "T+36" the "T+43" shall be substituted; c) for the "T+43" the "T+50" shall be substituted; d) for the "T+44" and "T+45", the "T+51" shall be substituted;
[No.EMD/TO/01/08]
(Abdul Rehman Quershi)
Advisor / Secretary
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