Page 165 - SC Annual Report 2018 (ENG)

Securities
Commission
Malaysia
ANNUAL
REPORT
2018

Chart 1 TAKe-oveRs ANd MeRgeRs Bhd failed to obtain the requisite approval from
Tenure of lodged/approved ringgit–denominated its shareholders. In aggregate, these 3 offers
corporate bonds and sukuk issues In Malaysia, take-overs and mergers are regulated represented 64% of the total offer value in 2018.
by the SC under the Capital Markets and Services
Act 2007 (CMSA), the Malaysian Code on Take- The property sector garnered the most interest with
overs and Mergers 2016 (Code) and the Rules on 7 target companies with total offer value of
Take-overs, Mergers and Compulsory Acquisitions RM2,508.71 million, representing 39% of total number
(Rules). The main purpose of take-over regulation of offers and 34% of total offer value in 2018. A
is to provide an orderly framework for acquisitions total of 4 offers involved foreign parties as offerors,
or consolidation of control to take place. It aims i.e. from Netherlands (for OldTown Bhd), Singapore
to preserve the integrity of the capital market by (for LCTH Corporation Bhd), Philippines (for MCT Bhd)
ensuring fair and equal treatment of shareholders and China (for Unisem (M) Bhd). Meanwhile, the
and by affording shareholders the opportunity to number of proposed privatisations of listed
assess the merits of a take-over through full and companies effected via take-over offers remained
timely disclosure of relevant information. the same, with 7 offers representing 39% of the
total number of offers in 2018 (2017: 7 or 29%).
In 2018, the SC considered 72 applications under
the Rules, compared to 94 applications in 2017. Additionally, the SC cleared 25 independent advice
A total of 18 offer documents were cleared by the circulars comprising 18 circulars in relation to take-
SC in 2018 involving a total offer value of RM7.32 over offers/schemes and 7 circulars in relation to
billion or an average of RM406.57 million per offer. exemptions from the mandatory offer obligation
The SC also cleared a cash compensation scheme to arising mainly from rights issue exercises, pursuant
shareholders which was implemented concurrently to the whitewash procedures. The SC also approved
with an ongoing take-over scheme to address an 15 applications for exemptions from having to
earlier trigger of the mandatory offer obligation in undertake a mandatory take-over offer and 13
respect of the same offeree company. The total offer applications for various matters including other
value for 2018 represented an increase of RM3.84 waivers or rulings (Table 6).
billion against the previous year, and is recorded as
the highest total offer value for take-overs under
the Code in the past 5 years (2017: 24 offers with Table 6
total offer value of RM3.48 billion). 4 take-over Applications considered in relation to take-overs,
offers were undertaken by way of schemes in 2018, mergers and compulsory acquisitions
representing 22% of the total number of offers Type of applications/
(2017: 7 schemes or 29%). documents cleared 2018 2017

Clearance of offer/ 19 25
The largest offer for the year was in relation to scheme documents
Unisem (M) Bhd, which involved RM1,816.86
million in offer value and constituted 25% of the Clearance of independent 25 33
advice circulars
total offer value for 2018. Other notable offers in
terms of value were the offers for OldTown Bhd Applications for exemption 15 18
and Iskandar Waterfront City Bhd with offer values from mandatory offer
obligation
of RM1,473.10 million and RM1,420.87 million Other applications 13 18
respectively. The offer for Iskandar Waterfront City
Bhd however, eventually lapsed when Ekovest ToTAL 72 94

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