Delisting
8. Delisting

[Last updated: 1 June 2022, unless otherwise noted]

Following a mandatory or voluntary general offer, if the bidder exercises its squeeze-out rights, an application is made by the listed target company to Bursa Malaysia for confirmation of delisting.

Delisting of a company can be effected by the stock exchange or voluntarily by the target. Bursa Malaysia will automatically suspend trading in the target's shares when less than 10% of the shares are held by shareholders other than the bidder.

Bursa Malaysia will also delist the target in respect of the shares which have been the subject of a compulsory purchase resulting in the bidder emerging as the sole shareholder of the target company. However, in cases where the bidder has not managed to obtain acceptances amounting to 90% of the issued shares of the target held by others prior to the commencement of the takeover offer but has succeeded in making its offer unconditional, it will be necessary for the target to request delisting from the stock exchange, i.e., Bursa Malaysia.

A listed company cannot request delisting unless:

  1. The company convenes a general meeting to obtain approval from its shareholders and sends a circular, in the prescribed form, to the shareholders. A separate meeting and circular may be necessary for holders of any other class of listed securities.
  2. The resolution for withdrawal is approved by a 75% majority of the shareholders (or holders of any other class of listed securities) present and voting either in person or by proxy at the meeting. The proportion of shareholders or holders objecting to the withdrawal at that meeting must not be more than 10% in value.
  3. The shareholders (or holders) are offered a reasonable cash alternative or other reasonable alternative for their shares (exit offer).
  4. An independent adviser has advised and made recommendations to the shareholders in connection with the:
    1. listing withdrawal; and
    2. fairness and reasonableness of the exit offer.

If the bidder has achieved acceptances rendering the offer unconditional, but is unable to exercise a compulsory purchase, the bidder will have to launch a second takeover offer to satisfy the exit offer requirement.