| Areas of comparison |
India |
Hong Kong |
Australia |
U.K
|
Malaysia |
USA |
Singapore |
| Are takeovers regulated |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| Who Regulates |
SEBI |
SFC |
SIC |
FSA |
Securities Commission, Malaysia |
Securities and Exchange Commission (SEC) |
Securities Industry Council |
| Threshold limit (Initial Acquisition) |
15% |
35% |
20% |
30% |
33% |
Offers are only voluntary |
30% or 1% creeping between 30% to 50% |
| Creeping Acquisition limit (subsequent acquisitions for consolidation of holdings)
|
5% for shareholders holding 15% to 75% |
5% for shareholders holding 35% to 50% |
3%
in 6 months
|
No |
2% in 6 months |
No |
1% in 6 months for shareholders holding shares between 30% and 50% |
| Concept of Control |
No % specified for acquisition of control. Definition of acquisition of control includes power to appoint majority of directors and control major policy decisions. |
35% or more |
20% |
30% |
33% or more |
No |
30% or more |
| Public announcement |
To be made |
To be made |
To be made |
To be made |
To be made |
To be made |
To be made |
| Letter of offer |
To be sent |
To be sent |
Target response statement to be sent |
To be sent |
To be sent |
To be sent. |
To be sent. |
| Offer size |
Minimum 20% of the voting share capital of the target company |
Acceptance conditional at 50% |
Not specified |
For balance shares |
Not specified |
As much as 5% called “Tender Offers”
Less than – ‘Mini tender offer’ |
|
| Offer price |
parameters specified |
parameters specified |
parameters specified |
parameters specified |
parameters specified |
- |
parameters specified |
| Escrow Account |
25% of consideration payable |
- |
No escrow. But disclosure of the basis of funding is required. |
Confirmation from a third party that there are resources. |
No requirement |
- |
|
| Form of consideration |
Cash and / or securities |
Cash and non-cash |
Cash and / securities |
Cash as well as cash alternatives |
Cash/securities or both |
Cash/ securities |
Cash/securities or both |
| Competitive bids allowed |
Yes |
Yes |
Yes |
Yes |
Yes |
- |
Yes |
| Can offer be withdrawn |
Yes, under certain conditions:-
- Refusal of statutory approvals.
- Death of sole acquirer
- As and when SEBI deems fit |
Yes, in case the offer is conditional |
Yes, only with permission of ASIC |
Yes. If a competitive bid is made at a higher price. |
Yes but with the approval of SE, Malaysia |
|
Yes |
| Can offer price be revised |
Yes |
Can be revised |
Only upward revision allowed |
Yes. |
Yes |
Yes |
Yes |
| Can shares be acquired after PA is made |
Yes |
|
Yes |
Yes |
No |
|
Yes |
| Can shareholders withdraw the acceptances tendered? |
Yes, upto three days before closure of offer |
Can withdraw |
Limited withdrawal rights |
Yes. Under certain circumstances. |
Yes |
Yes, up to seven days of the copies of the offer are sent. |
Yes |
| Continuous disclosures required |
When shareholding crosses 5%, 10% and 14%; for transactions of 2% by persons holding 15%-75% |
During the offer period. |
Disclosure if shareholder has interest in voting shares 5%+. And every change + or – 1% triggers further disclosure. |
Disclosure at acquisition of 15% or more |
No |
When shareholding is 10% or more, then reporting has to be made to SEC |
During the offer period |
| Timing of disclosures to be made |
Within 2 days of the acquisition of shares when the shareholding crosses 5%, 10% and 14%.
At every purchase/sale of 2% b/w 15% to 75%.
Within 21 days from March 31 every year and also from record date, if any.
|
During the offer period |
Within 2 working days.
Otherwise, when the bid is open, then at 9:30 p.m. next working day. |
|
- |
|
Not later than 12 noon on the dealing day following the date of the relevant transaction. |
| Concept of Indirect acquisitions |
Present |
Not present |
Present |
Yes, chain rule is existing subject to condition of significant shareholding |
- |
- |
Yes, Chain principle is there |
| Defence Techniques |
Competitive bids |
None |
Competitive bids |
Competitive Bids |
Yes, competitive bids |
- |
Competitive bids |
| Defence Techniques |
Competitive bids |
None |
Competitive bids |
Competitive Bids |
Yes, competitive bids |
- |
Competitive bids |
| Concept of persons acting in concert |
Yes, as defined in the Regulations |
Yes |
Not defined |
Yes |
Yes, specified in the Regulations |
Yes |
Yes, defined in the Code |
| Any exemptions from Open offer |
- Automatic
- conditional
- Panel |
No |
The legislation has a list of exceptions |
Panel appears to have the discretion |
Exemptions as specified in the Code. |
Yes, as specified by the SEC |
Yes` |
| Penalties |
Civil and Criminal Liabilities |
- |
Criminal & civil penalties. |
Reprimand, public censure, etc. |
Criminal penalty and administrative sanctions. |
Civil penalties |
Private reprimand or public censure or deprive the offender temporarily or permanently to enjoy facilities of securities market. |
Our Offerings
