BANGLADESH Law and Practice Contributed by: A B M Nasirud Doulah and Amina Khatoon, Doulah & Doulah
7. Disclosure 7.1 Making a Bid Public
within 30 days from receipt of the notice, the transferee company can acquire the shares. Listed Companies There are no provisions on the squeeze-out of any remaining minority shareholders and there is no possibility for minority shareholders to “sell out” in general. However, according to the listing regulations of the current active stock exchanges, once a consortium ends up owning 90% of the shares in the target, it can forcefully purchase the remaining 10% at the price below (whichever is highest): • the last trade price; • the weighted average price over the last six months; or • the NAV per share, as per the latest financial statements. 6.11 Irrevocable Commitments Non-Listed Companies There are no restrictions for a purchasing com - pany to obtain irrevocable commitments to ten - der or vote by the principal shareholders of the non-listed target companies. Listed Companies Although such commitments are not common for listed companies, as the regulators do not view them favourably, in a negotiated deal off the exchange or on the exchange, parties may negotiate such provisions to be incorporated in the share purchase agreement before a public offer/notice is floated. This may include arrange - ments as to the board composition within the BSEC-provided framework and certain reserve matters that are critical to the business and composition of the company.
If an acquisition of shares in a publicly listed company triggers the 10% threshold under the Bangladesh Securities and Exchange Com - mission (Substantial Acquisition of Shares and Takeovers) Rules, 2018 as outlined in 4.2 Mate- rial Shareholding Disclosure Threshold , the public announcement of the open offer must be made before acquiring any further shares in the company. In a negotiated deal such announce - ment must be made the following day as soon as any definitive agreement is entered into with any sponsor or other shareholder before acquiring any further shares in the company. Such public announcement has to be made by sharing information in the prescribed format with the relevant stock exchanges, which then publi - cise the information instantly upon receipt. The announcement is also required to be sent to the BSEC. 7.2 Type of Disclosure Required The public announcement discussed in 7.1 Mak- ing a Bid Public is required to contain: • the target and targeted number of shares; • the purpose, conditions and proposed value of shares; • the detailed identification of the purchaser including nationality; • the relationship with sponsors, directors and other significant shareholders and with the capitalisation of the company; • details of any memorandum of understanding or agreement already executed and the terms contained therein in connection to the pur - chase of the shares; • if the purchaser is a sponsor, director, place - ment holder or other significant shareholder,
194 CHAMBERS.COM
Powered by FlippingBook