Section 142 Investments and Securities Act

Section 142 of the Investments and Securities Act 2025 is about Takeover rules and regulations. It is under Part XII (Mergers, Take-overs and Corporate Restructuring) of the Act. It provides as follows:

(1) The Commission shall regulate and govern the conduct of persons involved in take-overs, mergers or compulsory acquisition, including an acquirer, target company, offeror, offeree and their officers and associates.

(2) A person shall not acquire shares, whether by a series of transactions or not, which carry 30% or more of the voting rights of a company.

(3) A person, whether by a series of transactions or not, acting in concert with another, shall not acquire shares which taken together with the shares held or acquired by them, carry 30% or more of the voting rights of a company.

(4) A person intending to acquire 30% or more of the shares specified in subsections (2) and (3) shall make a take-over bid to other shareholders.

(5) The Commission shall ensure that the acquisition of voting shares or control of companies is conducted in an efficient, competitive and transparent manner.

(6) The Commission shall ensure that shareholders and directors of an offeree and the market for the shares that are the subject of the take-over —
(a) are aware of the identity of the acquirer and offeror;
(b) have reasonable time in which to consider a take-over; and
(c) are supplied with sufficient information necessary to enable them assess the merits or otherwise of any take-over.

(7) Shareholders of an offeree shall have equal opportunities to participate in the benefits accruing from the take-over, including in the premium payable for control.

(8) The acquirer and the target company shall ensure that there is fair and equal treatment of shareholders, in particular, minority shareholders, in relation to the take-over, or compulsory acquisition.

(9) The directors of the acquirer and the target company shall, with respect to a take-over, merger and compulsory acquisition act in good faith and ensure that shareholders are not subject to oppression or disadvantaged by the treatment and conduct of the directors of the acquirer or the target company.