Section 140 Investments and Securities Act

Section 140 of the Investments and Securities Act 2025 is about Control of restructuring of public companies. It is under Part XII (Mergers, Take-overs and Corporate Restructuring) of the Act. It provides as follows:

(1) Without prejudice to the powers of other financial market regulators, a public company shall not, without the prior approval of the Commission, undertake a proposal, scheme, transaction, arrangement, or activity or issue securities or offer for subscription or purchase of securities in relation to —
(a) the conversion of a public company or the reconstruction of its shares;
(b) a carve-out, spin-off, split-off or other form of restructuring of its operations; or

(c) the acquisition or disposal of asset which results in a significant change in the business direction or policy of a public company or any other listed entity whether or not in relation to any proposal, scheme, transaction, arrangement or activity.

(2) A person who proposes to effect a compromise, arrangement or scheme by way of issue of securities for the amalgamation of two or more listed companies, shall seek the approval of the Commission.

(3) In granting approval under this section, the Commission shall consider whether all shareholders are fairly, equitably and similarly treated and given sufficient information regarding the transaction.