[Last updated: 1 January 2025, unless otherwise noted]

7.1 Squeeze-out

If, by virtue of acceptances of a takeover offer, the bidder acquired or unconditionally contracted to acquire at least 90% in value of the shares to which the offer relates and at least 90% of the voting rights attached to such shares, it can force the remaining minority shareholders to transfer their securities to the bidder at the price offered in the takeover bid.

The compulsory squeeze-out procedure can be used by the bidder within three months from the last day on which the offer can be accepted, by serving a notice to shareholders who have not accepted the offer.

If the takeover is structured as a scheme of arrangement, 100% of the target's share capital will be acquired by the bidder upon the scheme becoming effective, so there would be no need for the squeeze-out procedure.

7.2 Sell-out

If the bidder makes a takeover bid and, by acceptances of the bid and any other acquisitions, holds at least 90% of all the shares in the target carrying at least 90% of the voting rights in the target, then a minority shareholder may require the bidder to acquire his shares in the target.

The bidder is required to give any shareholder notice of his right to be bought out within one month of that right arising. If the notice is given before the end of the period within which the takeover bid can be accepted, it must state that the bid is still open for acceptance. Such notices are unnecessary if the bidder has already provided the shareholder in question with a squeeze-out notice.

Sell-out rights cannot be exercised after the end of the period of three months from the last date on which the bid can be accepted or, if later, three months from the date on which the notice is served on the shareholders notifying them of their sell-out rights.

7.3 Restrictions on acquiring securities or making further bids after the takeover bid period

Except with the Panel's consent, a bidder holding shares carrying more than 50% of the voting rights and the persons acting in concert with the bidder may not make a second bid or acquire any interest in shares in the target on more favorable terms than those made available under the previous takeover bid, during a term of six months as of the end of the takeover bid period. Similarly, an unsuccessful bidder and its concert parties are prohibited (except with the Panel's consent) from announcing a further bid or triggering a mandatory bid obligation for a period of 12 months from the date on which its bid was withdrawn or lapsed.