| 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
- SEBI |
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 |