Pakistan – SEC Proposes Changes to Takeover Regulations

Pakistan – SEC Proposes Changes to Takeover Regulations

On 8 January 2025, PAK SEC issued proposal re listed companies takeover regs.

  • PAK SEC issued consultation paper seeking feedback on improvements to Listed companies (substantial acquisition of voting shares and takeovers) regulations 2017.
  • Aims to strengthen takeover transactions of listed companies' framework by enhancing transparency, introducing measures for safeguarding rights of minority shareholders.
  • Follows PAK SEC August 2024 proposed revision to listed companies rules.
  • Document dated 8 January 2025, received from PAK SEC 10 January, summarized 14 January.

Overview of Proposal

  • Introduce non-binding offer concept for public announcement timing; revise offer timetable for handling non-business days and holidays; adjust weighted average price calculation to 3 days before public announcement; require special purpose financials.
  • Namely, for pricing infrequently traded shares; streamline fixed asset valuation requirements for offer pricing; allow exclusion of shareholders declining voluntary offers from calculations; mandate Pakistan Stock Exchange to give transaction data.
  • Data to be provided to managers to the offer (MTO); enhance disclosures around consortium holdings and control; clarify requirements for indirect, chain acquisitions.

Effectiveness

  • Consultation responses due by 23 January 2025, final amendments expected Mar. 2025.