Section 27
Section 222 of the principal Act is amended—
of Capital Markets and Services (Amendment) Act 2015
(a)
by substituting for subsection (1) the following subsection:
“(1) Where an offeror—
(a)
has made a take-over offer for all the shares or all the shares in any particular class in an offeree; and
(b)
has received acceptances of not less than nine-tenths in the nominal value of the offer shares, the offeror may, within four months of the date of the take-over offer, acquire the remaining shares or remaining shares in any particular class in the offeree, by issuing a notice in the form or manner specified by the Commission to such effect, to all dissenting shareholders provided that the notice—
(A)
is issued within two months from the date of achieving the conditions under paragraphs (a)
and (b); and
(B)
is accompanied by a copy of a statutory declaration by the offeror that the conditions for the giving of the notice are satisfied.”;
(b)
by inserting after subsection (1) the following subsection:
“(1a) For the purpose of paragraph (1)(b), the acceptances shall not include shares already held at the date of the take-over offer by the offeror or persons acting in concert.”;
(c)
by substituting for subsection (2) the following subsection:
“(2) Where an offeror has given notice to any dissenting shareholder under subsection (1), the dissenting shareholder may, by demand in writing, within one month from the date of such notice, require the offeror to provide in writing the names and addresses of all other dissenting shareholders as shown in the register of members, and the offeror may only acquire the shares of the dissenting shareholders after fourteen days from the posting of those names and addresses to the dissenting shareholder.”; and
(d)
by substituting for subsection (3) the following subsection:
“(3) Upon the giving of the notice and statutory declaration under subsection (1), the offeror shall in accordance with subsection (7) acquire those shares on the terms of the take-over offer or, if the take-over offer contained two or more alternative sets of terms, on the terms which were specified in the take-over offer as being applicable to the dissenting shareholders.”.