Title: Press Release: The Capital Markets Authority Announces the Amendment of some Provisions of Module Nine (Mergers and Acquisitions) of Law No. 7 of 2010 Regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and its Executive Bylaws, and their Amendments

Kuwait, June 4, 2023 - As part of ensuring the shareholders’ rights and following the best practices that contribute to the addition of fairness and transparency, and based on the practical implementation of the provisions of Module Nine (Mergers and Acquisitions) of the Executive Bylaws, the Capital Markets Authority (CMA) issued Resolution No. (80) of 2023 regarding Amending Some Provisions of Module Nine (Mergers and Acquisitions) of the Executive Bylaws of Law No. 7 of 2010 Regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and its Executive Bylaws, and their Amendments.

The most prominent amendments of the aforementioned resolution are as follows:
• The requirements of the offer document and the partial purchase offer document: the item of future plans for the company subject to the offer was added.
• The controls of the cases that will be exempted from submitting the mandatory offer document: Item (7) was amended to include the investment group of the person in the exemption, whether it was natural or legal person, and the addition of Item (16) that included the partial purchase offer.
• Clarification of the procedure to be followed by the controllers who intend to reduce their ownership in a percentage that does not exceed the permitted percentage of sale referred to in Article (3-6-2) of Module Nine (Mergers and Acquisitions), provided that the reduction of their ownership shall not become less than 30% of the company subject to Control.
• Amendment of procedure (6) of Appendix (11) “Procedures of Executing the Division” of the mentioned Executive Bylaws: the draft division contract, its attachments, and the documents available for revision shall be published through the website of the dividing company.

These amendments are based on CMA’s continuous pursuit to develop the provisions of the Executive Bylaws with regards to the processes of mergers and acquisitions, division, and partial purchase offer.

Ends-
Notes to Editors:
The Capital Markets Authority was established pursuant to Law No. 7/2010, approved by the Kuwaiti Parliament in February 2010. Pursuant to the Law, the CMA shall regulate and supervise the securities activities, achieve transparency and fairness, observe listed companies’ execution of Corporate Governance regulations, and protect investors from unfair practices which violate the CMA's Law.
Furthermore, the Law's provisions stipulate the supervision of mergers, acquisitions, and disclosure operations. The CMA also aims to provide awareness programs related to securities activities.
For further information, please contact:
Public Relations & Media Office
Tel: 22903062
Fax: 22903505
Email: pr-media@cma.gov.kw