under the Limited Partnerships Act 2003), and provisions of these regulations applying to listed companies shall apply mutatis mutandis to all other listed entities. All persons engaged in takeover transactions shall observe the general principles and shall comply with the specific requirements set out in these regulations. 2. (1) In these regulations, unless the context otherwise requires – of voting includes the exercise of control or direction over voting “acquisition rights” rights other than by way of a revocable proxy given for no consideration for the purpose of one meeting of shareholders only; in in relation to a person means that, pursuant to an agreement or “acting concert” undertaking, the persons actively co-operate to obtain or consolidate control of a company through the acquisition of voting rights of the company; means the Securities Authority; “Authority” means a holding, or aggregate holdings, of 50% or more of the voting rights “control” of a company irrespective of whether that holding or holdings give control; de facto includes any person who occupies the position of a director by whatever “director” name called; includes any announcement, advertisement or offer document issued or “document” published by any party to an offer or possible offer in connection with such offer or possible offer; includes a takeover and merger transaction “offer” however effected, including a scheme of arrangement which has similar commercial effect to takeovers and mergers, and offers by a parent company for shares in its subsidiary; means the period from the date when an announcement is made of a “offer period” proposed or possible offer (with or without terms) until the first closing date or (if this is later) the date when such offer becomes or is declared unconditional in all respects or is declared to have lapsed; includes an individual or a company; “person” over include any rights acquired by the person by virtue of an agreement “rights shares” to purchase shares or an option to acquire shares or an irrevocable commitment to accept an offer to be made by the person; means any securities exchange on which the offeror or offeree “securities exchange” company is listed; exchange means an offer in which the consideration includes “securities offer” securities of the offeror or any other corporate body; means share in the capital of a company and includes an interest in a partnership “share” and trust unit in a unit trust;
under the Limited Partnerships Act 2003), and provisions of these regulations applying to listed companies shall apply mutatis mutandis to all other listed entities. All persons engaged in takeover transactions shall observe the general principles and shall comply with the specific requirements set out in these regulations. 2. (1) In these regulations, unless the context otherwise requires – “acquisition of voting rights” includes the exercise of control or direction over voting rights other than by way of a revocable proxy given for no consideration for the purpose of one meeting of shareholders only; “acting in concert” in relation to a person means that, pursuant to an agreement or undertaking, the persons actively co-operate to obtain or consolidate control of a company through the acquisition of voting rights of the company; “Authority” means the Securities Authority; “control” means a holding, or aggregate holdings, of 50% or more of the voting rights of a company irrespective of whether that holding or holdings give de facto control; “director” includes any person who occupies the position of a director by whatever name called; “document” includes any announcement, advertisement or offer document issued or published by any party to an offer or possible offer in connection with such offer or possible offer; “offer” includes a takeover and merger transaction however effected, including a scheme of arrangement which has similar commercial effect to takeovers and mergers, and offers by a parent company for shares in its subsidiary; “offer period” means the period from the date when an announcement is made of a proposed or possible offer (with or without terms) until the first closing date or (if this is later) the date when such offer becomes or is declared unconditional in all respects or is declared to have lapsed; “person” includes an individual or a company; “rights over shares” include any rights acquired by the person by virtue of an agreement to purchase shares or an option to acquire shares or an irrevocable commitment to accept an offer to be made by the person; “securities exchange” means any securities exchange on which the offeror or offeree company is listed; “securities exchange offer” means an offer in which the consideration includes securities of the offeror or any other corporate body; “share” means share in the capital of a company and includes an interest in a partnership and trust unit in a unit trust;
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