CmaBylaw
Executive Bylaws
3-5-1 Of Module Nine: Mergers and Acquisitions
Section: Chapter Three: Acquisitions
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Thursday, 09 February 2017
A Person who acquires, directly or indirectly, more than 30% of the Securities admitted to trading of a Listed Shareholding Company shall within thirty days from the date of acquisition submit an offer to purchase all the remaining Shares traded in the exchange as per the conditions set in these Bylaws.The following cases shall be exempt from this provision: 1. Acquisition in consideration of the public interest and in the interest of the remaining shareholders. In the event that the Authority issues such exemption, the decision shall be in writing and includes the reasons for such exemption. 2. Obtaining the stated percentage when a company increases its capital and some shareholders refrain from subscription. 3. Obtaining the stated percentage because of debt restructure. 4. Obtaining the stated percentage because of inheritance, will, or court judgment. In such case, the Person shall comply with this article within no more than two years as from the increase. 5. Obtaining the referred percentage during a privatization of a Listed Company and during the privatization period. 6. If a Person’s ownership exceeds the percentage stated as a result of the Listed Company’s returning and cancelling Treasury Shares that would lead to an increase in the percentage ownership of one of the shareholders to become more than 30 % of the Shares traded in the Listed Company. 7. Obtaining the percentage referred to as a result of transferring shares of a Listed Company between companies form a single Group; provided that the company which obtained such percentage shall remain within the investment Group. Ownership transfer shall be executed as an off market transaction, and it shall be regarded among the cases excluded from trading through such system. 8. If a Person obtaines the stated percentage as a result of a Merger. 9. Obtaining the percentage referred to as a result of executing the Shares in fulfilment of a debt or obtaining them as a result of settling debts of financial institutions in kind through transferring ownership of the pledged Shares. 10. Obtaining the percentage referred to without any Control, whether directly or indirectly, over the Board of Directors and without practicing the voting rights arising out of such percentage; provided that it shall be recorded in the shareholders’ register of the Issuer Company. This exemption will not be granted if an owner of such percentage practices its voting rights or if he Controls the Board of Directors directly or indirectly. The Clearing Agency shall notify the Authority in the event that voting rights on such percentage are exercised. 11. Obtaining the percentage referred to by one of the Financial Institutions which guarantee underwriting the shares of the Listed Company. 12. Obtaining the percentage stated as a result of the transfer of shares between Relatives. 13. In the event of objection by one of the Regulatory Bodies on which any of the parties of acquisition are subject to. 14. Obtaining the percentage referred to as a result of practicing the activity of Market Maker; provided that such percentage shall not be used in voting at the company’s general assemblies, authorizing a third party to vote, or using it to appoint Members of a Board of Directors or affecting such company’s resolutions. 15. Obtaining the percentage referred to by governmental bodies to secure the public interest and the interests of shareholder; provided that the voting rights of the percentage exceeding 30% of the traded Securities shall not be exercised and that this be recorded in the shareholders’ register of the Issuer Company. This exemption shall not be granted if the governmental bodies exercise voting rights of a percentage exceeding 30% of the traded Securities. The Clearing Agency shall notify the Authority in the event that such voting rights are exercised. 16. Such other cases as provided for in rules and regulations issued by the Authority.
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