Canal+ and MultiChoice takeover news on 8th April 2024

Transferring shares in a Thai limited company is a common practice that allows for ownership changes and the redistribution of equity among shareholders. Whether you’re considering buying or selling shares in a Thai company or looking to understand the process as a shareholder, it’s crucial to familiarize yourself with the legal requirements and procedures involved. In this comprehensive guide, we will delve into the essential steps and considerations for transferring shares in a Thai limited company, ensuring a smooth and legally compliant transaction. https://lnkd.in/geiAQM_d #sharetransfer #thailimitedcompany #companyshares #businessownership #legalprocess #companyformation #corporatelaw #shareholders #companystructure #ownershipchange #businessgrowth #legaladvice #companyownership #startupinthailand

Companies Act & Buy-Back Agreements - In our latest article we discuss the approval process for share buy-backs under the new amendments to the Companies Act. A share buy-back, or share repurchase, occurs when a company buys its own shares back from its shareholders. Section 48 of the Act outlines the conditions under which a company or its subsidiary can repurchase its own shares from a shareholder. https://lnkd.in/dKDxiM5j #companylaw #law #acquisitions

In light of the Companies Act First and Second Amendment Bills recently signed into law by President Cyril Ramaphosa, Van Huyssteens Commercial Attorneys will, in a series of articles, cover the intricacies of these amendments to the Companies Act. It is, however, important to note that although these amendments have been signed into law, they will only become of force and effect at a later date to be determined by the Presidency. As a first article in this series, we outline the key changes to Share Buy-Back Transactions.

The takeover provisions of the South African Companies Act, 2008, regulate acquisitions of control or changes in control of regulated companies. These rules aim to ensure that all shareholders are treated equally and have access to the same information during significant transactions. The provisions and accompanying Takeover Regulations apply to affected transactions, such as the disposal of a company’s major assets, amalgamations, or mergers. However, these provisions only apply to “regulated companies” as defined in Section 118 of the Act. For private companies, these provisions are triggered if not less than 10% of issued securities have been transferred within the preceding 24 months or if the company’s MOI expressly subjects it to takeover regulations. The Takeover Regulation Panel (TRP), established under the Act, oversees these processes and may grant full or partial exemptions from the takeover provisions. When a party (together with related or interrelated parties and/or persons acting in concert) acquires a beneficial interest of 35% or more in a regulated company’s voting securities, a mandatory offer must be made to purchase the remaining securities from other shareholders on a pro-rata basis. This aims to protect minority shareholders and ensure they can exit under fair terms during major changes in control. It is worth noting that voting restrictions in a company’s MOI must be carefully assessed, as they may impact whether the 35% threshold is crossed. It remains unclear whether mandatory offers are triggered in indirect acquisitions of control. ______________________________ ✨ Our Company acts for corporate buyers, sellers, investors, private equity funds, and the like. Feel free to reach out to us if you would like to book a consultation. ✨✨ If you like reading these “One-Liners”, please click the 🔔 (on my profile) so you don’t miss any new posts and please let me know your comments and share with others.

Many a business has been sold without applying the applicable laws and regulations related to corporate transactions. This results in unnecessary delays, confusion and unnecessary conflict. In many instances good preparation and planning would have resolved the matter simply. When in doubt, the best advice remains, take advice.

Take Private Transactions: Transactions to take publicly traded companies private are subject to a number of disclosure requirements and strategic planning considerations Read full article - Link here - https://ow.ly/ccpk50SxCWl #PrivateTransactions #PubliclyTraded #DisclosureRequirements #StrategicPlanning #MergersAndAcquisitions #CorporateFinance #BusinessStrategy #InvestmentBanking #FinancialAdvisory #DealMaking #acc #corporatecounsel #generalcounsel #inhousecounsel #corporatelaw #fractionalgc #commerciallaw

A buy-out order is an important alternative form of relief available in Cayman just and equitable winding up petitions. Where such relief is sought and the value of the subject shares has declined significantly from the time of the impugned conduct to the time of the buy-out order, the appropriate valuation date will be a hotly contested issue between investor and company. Read our article which analyses a recent Cayman judgment involving the improper exercise of compulsory redemption powers to dilute and disenfranchise a majority shareholder, in which the Court held that a buy-out order was an adequate alternative to winding up of the company, but that the investor’s rejection of an earlier offer to purchase its shares at fair value rendered it unfair to value the shares at a date earlier than order: https://lnkd.in/gxbU6Ryn #offshore #caymanislands #insolvency #windingup #disputeresolution #redemptionrights #buyout

My team and I write on CCI approval for minority PIPE deals – to file or not to file? Key Takeaways: •  CCI’s recent changes streamline the ‘solely as investment’ exemption – most relevant for minority PIPE investments •  <25% acquisitions without control, board representation and ‘commercially sensitive information’ rights exempt if acquirer has no overlapping investments •  What constitutes ‘commercially sensitive information’ rights has been left open purposely – introducing subjective interpretation •  <10% acquisitions are exempt even if the acquirer has overlapping investments, which until now required approval •  De-minimis threshold continues to be applicable, provided the ‘deal value threshold’ is not triggered (i.e. INR 2000 cr/ ~USD 250mn) Click here to read our analysis:

The recently amended SEBI (Delisting of Equity Shares) Regulations, 2021, which became effective on September 25, 2024, signify a pivotal shift in India’s delisting framework, aiming to streamline the process while ensuring the protection of minority shareholders. One of the most significant changes is the introduction of the fixed price mechanism as an alternative to the existing Reverse Book Building (RBB) process for voluntary delisting of companies with frequently traded shares. Under this new mechanism, acquirers can propose a fixed price to repurchase all publicly held shares, provided the offer is at least 15% higher than the floor price calculated as per regulations. This approach enhances flexibility for companies and ensures that minority shareholders receive a fair premium for their shares. Modifications to the RBB process further strengthen shareholder protections. The threshold for initiating a counter-offer has been reduced from 90% to 75% of public shareholding, contingent upon at least 50% of the public shares being tendered. Additionally, the counter-offer price must not be lower than the higher of the volume-weighted average price of shares tendered in the RBB or the indicative price offered by the acquirer. Delisting will now be considered successful only when the acquirer’s post-offer aggregate shareholding reaches 90% of the total issued shares. Furthermore, SEBI has introduced adjusted book value as an additional parameter for determining the floor price for both frequently and infrequently traded shares, excluding Public Sector Undertakings (PSUs). A separate framework has been established for delisting Investment Holding Companies (IHCs). IHCs holding at least 75% of their fair value in direct investments in equity shares of other listed companies can delist by proportionately transferring these underlying shares to public shareholders and making cash payments for other assets. The rationale behind these amendments is multifaceted. By introducing the fixed price mechanism and modifying the RBB process, SEBI aims to facilitate ease of doing business for listed firms, reduce the potential for market manipulation during delisting announcements, and protect the interests of minority shareholders. The new regulations also address valuation disparities, particularly for Investment Holding Companies, thereby enhancing market confidence. From a legal standpoint, the amendments impose stricter compliance responsibilities on acquirers and enhance the role of the board of directors in the delisting process. Acquirers and their concert parties are now legally accountable for ensuring regulatory compliance, bearing all expenses related to the delisting offer, and managing due diligence through independent committees. Boards must appoint independent company secretaries and form committees of independent directors to oversee the process, reinforcing governance standards and safeguarding shareholder interests. #sebi