Pakistan – SEC Amendments to Takeovers

Pakistan – SEC Amendments to Takeovers

On 2 February 2024, PAK SEC introduced amendments in Listed companies (substantial acquisition of voting shares and takeovers) regulations, 2017, after consultation.

  • Securities offered as payment to minority shareholders must be as good as cash.
  • Based on this principle, the amended regulations allow the acquirer to offer securities as an alternate to cash but leave the final decision, i.e. whether to accept cash or securities as payment, to the minority shareholders of the target company.
  • Amendment makes it difficult for an acquirer to game mandatory public offer, deprive minority shareholders of fair exit opportunity by offering inferior securities as payment.
  • Regulations also prescribe various methods for determining the price to be offered; the highest price determined through these methods becomes the offer price.
  • Amended regulations also exclude net asset value (NAV) from the prescribed pricing methods for determining the offer price for frequently traded target companies.
  • They also contain improved definitions of various terms for clarity and consistency.
  • Document dated 2 February 2024, received from PAK SEC 16 February summarized 20 February.