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International Application
Areas of comparison India Hong Kong Australia U.K Malaysia USA Singapore Indonesia Japan France
Are takeovers  regulated Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
Who Regulates SEBI SFC SIC FSA Securities Commission, Malaysia Securities and Exchange Commission (SEC) Securities Industry Council Bapepam-LK Japan Fair Trade Commission Autorité des marchés financiers (AMF)
Threshold limit (Initial Acquisition) 25% 30% 20% 30% 33% Offers are only voluntary 30% or 1% creeping between 30% to 50% 50% stake

1. On the acquisition of more than 10% of the target shares, etc. by way of purchasing the issued stock or subscribing new shares to be issued;

2. if more than 5% of the target shares are acquired from the off-exchange (market) bid or a stand-off (cross-trading on an after-hours) bid on the securities exchange; and

3. if the bidder acquires more than 1/3 of the target shares by adding up the shares owned by the special interest person.

Acquisition of more than 1/3 of share capital or voting rights
Creeping Acquisition limit (subsequent acquisitions for consolidation of holdings)

5% in each Financial Year for shareholders holding between 25% to 75%.

2% for shareholders holding 30% to 50% 3%
in 6 months

No 2% in 6 months No 1% in 6 months for shareholders holding shares between 30% and 50% 10% in 12 months Acquirer holding more than 1/3 shares can acquire up to 5% shares Acquire holding between 1/3 and 50% of company capital increasing his shareholding upto 2% within a rolling 12 months
Concept of Control No % specified for acquisition of control. 30% or more 20% 30% 33% or more No 30% or more 50% or more stake or ability to control the management and policy No definition provided Reference made but not specifically defined
Public announcement To be made. −Short PA −Detailed PA To be made To be made To be made To be made To be made To be made To be made To be made "To be made. There are two types of Public Offer. ·         Normal’ public offers which is required to be made for the purpose of acquisition of control‘Simplified’ public offers which is used to acquire or increase an interest in a company without seeking to acquire control (for example, where a bidder already has a controlling interest in the target)."
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. To be sent. (Letter of offer is named as Tender Offer Statement) - To be sent
Offer size Minimum 26 % of the voting capital of the company Acceptance conditional at 50% All the securities of a class or a specified proportion Conditional on holding more than 50% of voting rights Not specified

"As much as 5% called “Tender Offers ” Less than – ‘Mini tender offer’ "

Conditional on holding more than 50% of voting rights

Remaining shares of the Company except for shares owned by:

a. substantial shareholders holding 20% or more of target

b. another Controller;

c.     the seller in the relevant takeover transaction;

d.  a party who has received the same offer from the new Controller; or

e.  a party who is making a competing tender offer for the target company"

Remaining shares 100% of outstanding share capital
Offer price Parameters specified under Regulation 8 parameters specified parameters specified 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 -   - - Confirmation from the financial advisors
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 Cash/Securities Cash/Securities Cash/Securities
Competitive bids allowed Yes Yes Yes Yes Yes - Yes Yes Yes Yes
Can offer be withdrawn

Yes, under certain conditions:
- Refusal of statutory approvals.
- Death of sole acquirer
- Conditions specified in agreement not met
- 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 Yes with prior approval from Bapepam Yes as per conditions specified -
Can offer price be revised Yes Can be revised Only upward revision allowed Yes. Yes Yes Yes - Yes Yes, upto 5 trading days prior to closing date
Can shares be acquired after PA is made Yes   Yes Yes No   Yes - No execept where SPA has been entered into prior to the bid and the SPA conatins a specifc provision with respect to the same. -
Can shareholders withdraw the acceptances tendered? No Can withdraw Limited withdrawal rights Yes. Under certain circumstances. Yes Yes, up to seven days of the copies of the offer are sent. Yes Yes at any time during Tender Offer period - "Shares tendered in Normal Offer can be withdrawn Shares tendered in Simplified Offer cannot be withdrawn"
Continuous disclosures required

Event Based: On acquisition of 5% or more shares. For shareholders holding 5% or more shares on acquisition or sale of 2% or more shares/voting rights.

Continual Disclosure:By persons along with PAC holding 25% or more shares or voring rights.

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 - On acquisition of 10%, 25% and 50% shares 5%, 10%, 15%, 20%, 25%,1/3rd, 50%, 2/3rd, 90% and 95%
Timing of disclosures to be made

Event Based: Within 2 working days from the date acquisition or receipt of intimation of allotment or acquisition of shares, as the case may be.
Continual Disclosure: Within 7 working days from the end of financial year..

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. - Within 30 days of the acquisition Within five trading days of the increase in shareholding
Concept of Indirect acquisitions Specified in Regulation 5 Not present Present Yes, chain rule is existing subject to condition of significant shareholding - - Yes, Chain principle is there Yes - Yes
Defence Techniques Competitive bids None Competitive bids Competitive Bids Yes, competitive bids - Competitive bids -
  • Staggered Board
  • No vacancy on the Board
  • Enlargement of issuable shares
  • Acquisition of own shares
  • Change of control clause
  • Golden or Tin Parachute
  • Japanese Warrant"
Concept of persons acting in concert Yes, as defined in Regulation 2(1)(q ) Yes Not defined Yes Yes, specified in the Regulations Yes Yes, defined in the Code Reference made but not specifically defined Yes Yes
Any exemptions from Open offer - Automatic
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` Yes Yes 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. Civil Liabilities Civil as well as Criminal Liabilities Civil as well as Criminal Liabilities