GHANA Law and Practice Contributed by: Victoria Bright and Justice Oteng, Addison Bright Sloane
3.2 Significant Changes to Takeover Law While there have been some meaningful capital mar - kets developments, there have been no significant amendments to takeover law in Ghana and there is no legislation under review in a way that could result in significant changes in the next 12 months. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies This is not unusual in Ghana. Under the Securities and Exchange Commission Code on Takeovers and Mergers, specifically Rule 4, a person is deemed to have acquired effective control of a target company where that person: • acquires more than 30% but less than 50% of the voting shares of the target company; • acquires 50% or more of the voting shares of a public company; or • acquires a company that itself exercises effective control over the target company. Accordingly, a potential bidder may build its stake up to these thresholds with a view to launching an offer. Where any of these thresholds is met, the acquirer is required to make a takeover offer for the company, commonly referred to as a mandatory offer. In prac - tice, in the takeover of public companies, a bidder will typically acquire shares in the target company prior to making an offer. Such stake-building strategies may be undertaken through open market purchases. Conversely, there is no legislative requirement man - dating that a bidder acquire shares in the target com - pany prior to acquiring control. Instead, control may be acquired through a negotiated, contract-driven transaction, typically structured under a Share Pur - chase Agreement. 4.2 Material Shareholding Disclosure Threshold A material shareholding disclosure threshold depends on whether the entity is public, listed, or regulated by a sector supervisory body.
An asset sale in a transaction that exceeds 75% of the total value of a company’s assets requires a special resolution of shareholders. All companies are legally required to maintain a register of beneficial owners with the ORC, which requires disclosure of any entity that owns a substantial interest. A person acquiring 30% or more of the voting shares within a 12-month period, or acquiring over 50% of the voting shares in a public company, is required by law to make a mandatory offer. In addition, no person may acquire more than 25% of the voting rights of a listed company without notifying the Ghana Stock Exchange (GSE). In the case of listed companies, shareholders are required by law to make disclosure through the GSE within 48 hours when their holdings reach, exceed, or fall below each 5% threshold, starting from 10% up to 50% plus one share. In general, any change that results in an ownership level of 30% or more requires public disclosure. The Bank of Ghana approves significant sharehold - ings in banks and specialised deposit taking institu - tions at thresholds of 5%, 10%, 20%, 30%, 50%, and 75%. The Bank of Ghana also approves any acquisi - tion in the fintech sector that involves more than a 15% interest in an electronic money or payment ser - vice provider company. In the petroleum sector, a transfer of shares of 5% or more in a contract requires ministerial approval. In the telecommunications sector, the NCA must approve any transfer of shares, merger, or acquisition Private companies may determine and adjust their own reporting thresholds. In such cases, pre-emption rights may be triggered, allowing existing sharehold - ers the option to purchase additional shares before they are offered to new investors. The articles of incorporation may impose stricter internal notification requirements but cannot dilute or override the statu - tory benchmark. involving a communications entity. 4.3 Hurdles to Stakebuilding
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