25 April 2017
Focus: Takeover and Acquisition
Organisation: Capital Market Authority (SA)
Type: General
Country: Saudi Arabia
Link: https://cma.org.sa/RulesRegulations/Consulting/Documents/MnA%20Regulations_PC_en.pdf
The Capital Market Authority (CMA) of Saudi Arabia has published; “The Draft of the Updated Mergers and Acquisition Regulations”, which is open for public comment for 30 days.
This aims to regulate mergers and acquisitions by proposing changes to offering proposals, mandatory and permissive offers and disclosure requirements, as well as demonstrating the timetables for these transactions.
Additionally, the Draft Regulation includes provisions for the regulations of mandatory and permissive offers, the announcements related to mergers and acquisitions transactions, as well as rules of privately negotiated transactions including the negotiations between the selling shareholder and the offeror, including how confidential information of the targeted company is obtained. The draft also regulates matters related to restricted dealings, appointments of legal and financial advisors, probation periods, the announcement and the time table of the offer, and reverse takeover and demergers.
Disclosure of dealings during the offer period
Under the Draft Regulation, dealings in relevant securities by an offeror or the offeree company, and by any person acting in concert with an offeror or the offeree company, for their own account during an offer period must be publicly disclosed by the end of the trading day of the relevant dealing. Persons dealing for the account of clients when acting in a solely client serving capacity must be privately disclosed to the CMA by the end of the trading day.
Any person (or persons acting in concert) who owns or otherwise has an interest in securities representing 1% or more of any class of relevant securities of the offeree company (or offeror securities, in the case of an offer potentially including offeror securities as consideration) or as a result of any transaction will own 1% or more, has a reportable interest.
Any reportable interest, and any change in the level of any reportable interest, must be reported to the Authority at the end of each trading day.
Responses may be submitted by 25 May to:
Email: Laws.Regulations@cma.org.sa; Fax number (+966114906460); or Mail address (P.O. Box 87171 Riyadh 11642, CMA Deputy for Legal Affairs and Enforcement – Laws and Regulations Department).
Please follow the link at the top of the page for the consultation.
