On 17 November 2021, BHR CB proposed to amend take-overs, mergers module.
- BHR CB proposed amendments to take-overs, mergers and acquisitions (TMA) module.
- Revised provisions relate to independent advice, issuance of documents, settlement of consideration and share transfer, restrictions on dealings before and during offer.
- As well as offer timetable, compulsory acquisitions and delisting, among other topics.
Proposed Amendments
- Offeree company board must ensure independent professional adviser satisfies certain conditions prior appointment; provided when professional adviser not independent.
- Required assurance statement by professional adviser where the offer is for cash.
- Required that documents cannot be released until BHR CB has confirmed that it has no further comments (previously, until CB confirmed within 15 days it has no comment).
- Removed provision on compulsory acquisition, also on payment of consideration.
- Offeror must complete payment of consideration within 10 days form closing date of offer, must deposit unclaimed balances in an escrow within 15 days of closing date.
- Amended provision on restrictions on dealings before the offer,re potential offers.
- Added certain provisions on compulsory acquisition notice, deleted other provisions.
- Also added provisions on compulsory acquisition settlement process, right of sell-out by dissenting shareholders, sell-out right notice, delisting in relation to takeover offer.
Consultation
- Comments on proposed amendments must be sent electronically by 30 November 2021.
