1. Short title and commencement
(1) This Ordinance shall be called the Listed Companies (Substantial Acquisition of Shares and Takeovers) Ordinance, 2000.

(2) This Ordinance shall come into force at once.

2. Definitions

(1) In this Ordinance, unless there is anything repugnant in the subject or context:-

(a) "acquirer" means any person who, directly or indirectly, acquires or has proceeded to acquire shares having voting rights in the target company, or acquires or has proceeded to acquire control over the target company, either by himself or with any person acting in concert ;

(b) "Commission" means the Securities and Exchange Commission of Pakistan as defined in the Securities and Exchange Commission of Pakistan Act, 1997;

(c) "control" shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner;

(d) "financial institution" means an institution other than a banking company as defined in the Banking Companies Ordinance, 1962, if so notified by the Commission either specifically or generally and shall include such other institutions or include such other institutions or companies recognized by the Federal Government as financial institutions;

(e) "lead bank" mean the lead bank or the bank designated for the purpose by the consortium of banks being the creditors of the target company or a bank appointed by the State Bank of Pakistan for such purpose.

(f) "listed company" means a company or a body corporate whose shares are listed on a stock exchange;

(g) "Manager to the offer" means a financial institution, a commercial bank, an investment bank and a member of a stock exchange who has been appointed by the acquirer for such purpose;

(h) "offer period" means the period between the date of public announcement of the first offer and the date of closure of that offer;

(i) "prescribed" means prescribed by rules under the Ordinance;

(j) "person acting in concert" means-

(1) persons who, for a common objective or for the purpose of substantial acquisition of shares having voting rights or gaining control over the target company, pursuant to an agreement or understanding (formal or informal), directly or indirectly co-operate by acquiring or proceeding to acquire shares having voting rights in the target company or control over the target company.

(2) Without prejudice to the generality of this definition, the following persons shall be deemed to be persons acting in concert, unless the contrary is established:

i) a company, its holding company, or subsidiary of such company or company under the same management either individually or together with each other;

ii) a company with any of its directors, or any person entrusted with the management of the funds of the company;

iii) A person who exercises control over any company by virtue of his influence over the voting rights;

iv) directors of companies referred to in clause (i) of this section and their associates;

v) open end and close end mutual funds with investment adviser or trustees or asset management company;

vi) foreign institutional investors;

vii) investment banks with their client(s) as acquirer;

viii) portfolio managers with their client(s) as acquirer;

ix) venture capital funds with sponsors;

x) banks or stock brokers including their holding or subsidiary company acting on behalf of the acquirer. Provided that these provisions shall not apply to such transactions which have been executed in ordinary course of business.

(x) spouse, linear ascendants and descendents, real and step brothers and sisters and step mother and step father.

xi) any person who is under direct or indirect employment of the acquirer.

(j) "promoter" means.

(1) (i) the person or persons who are in control of the company, or
(ii) person or persons named in any offer document as promoters;

(2) a relative of the promoter; and

(3) in case of a body corporate,

(i) a subsidiary or holding company of that body, or

(ii) any company in which the `Promoter' holds ten percent or more of the equity capital or which holds ten percent or more of the equity capital of the Promoter, or

(iii) any body corporate in which a group of individuals or bodies corporate or combinations thereof who hold twenty percent or more of the capital in the target company and also hold twenty percent or more of the capital of the `Promoter'; and

(4) in case of an individual,
(i) any company in which ten percent or more of the share capital is held by the `Promoter' or a relative of the `Promoter' or a firm or Hindu undivided family in which the `Promoter' or his relative is a partner or co-partner or a combination thereof, or

(ii) any company in which a company specified in (i) above, holds ten percent or more of the share capital.

(k) "public shareholding" means shareholding in the hands of person(s) other than the acquirer and persons acting in concert with him;

(l) "relative" means spouse, linear ascendants and descendents , real and step brothers and sisters and step mother and step father;

(m) "security" means a security as defined in the Securities and Exchange Ordinance, 1969;

(n) "shares" mean the shares in the share capital of a listed company;

(o) "stock exchange" means a stock exchange which has been granted registration under the Securities and Exchange Ordinance, 1969;

(p) "target company" means a listed company whose shares having voting rights or control is directly or indirectly acquired or intended to be acquired;

(2) All other expressions unless defined herein shall have the same meaning as have been assigned to them under the Securities and Exchange Ordinance, 1969, or the Companies Ordinance, 1984.

3. Ordinance not to apply to certain transactions

(1) Nothing contained in this Ordinance shall apply to:

(a) allotment of shares in pursuance of a pre-public issue or public issue;
(b) allotment of shares pursuant to a right issue;
(c) allotment of shares to the underwriters pursuant to any underwriting agreement;
(d) acquisition of shares in the ordinary course of business by banks and financial institutions as enforcement of security being pledge;
(e) acquisition of shares by way of transmission on succession or inheritance;
(f) transfer of shares from financial institutions, including their subsidiaries, to co-promoter(s) of the company pursuant to an agreement between such financial institution and such co-promoter(s) provided proper disclosure has been made in the prospectus at the time of issue;
(g) pursuant to a scheme of arrangement or reconstruction including amalgamation or merger or de-merger under any law for the time being in force.
(h) acquisition of shares in companies whose shares are not listed on any stock exchange;

4. Acquisition of more than ten percent shares of a company

(1) Any acquirer, who including persons acting in concert, acquires shares having voting rights which (taken together with shares with voting rights, if any, held by the acquirer) would entitle him to more than ten percent shares having voting rights in a company, in any manner whatsoever, shall disclose the aggregate of his shareholding having voting rights in that company, to the company and to the stock exchange on which the shares of the company are listed on the working day next following.

(2) The disclosures mentioned in sub-section (1) above, shall be made within two working days of, -

(a) the receipt of intimation of allotment of shares; or
(b) the acquisition of shares or voting rights, as the case may be. Explanation: For the purposes of this Section "acquisition" shall include purchases confirmed by the member of a stock exchange in accordance with rule 4(4) of the Securities and Exchange Rules, 1971.

(3) Any person may acquire additional shares having voting rights entitling the acquirer to
acquisition upto five percent of such shares in any period of twelve months. Such an acquirer will not be
required to make a public announcement of his intention to acquire in case the acquisition does not exceed
fifteen percent.

5. Additional acquisition of shares

(1) No acquirer shall acquire shares having voting rights, held by the acquirer or by persons acting in concert with such acquirer, which entitle such acquirer to exercise more than fifteen percent of the voting rights in a company, unless such acquirer makes a public announcement to acquire shares of such company in accordance with this Ordinance.

(2) Before making announcement under sub-section (1), the acquirer shall have complied with the following conditions:

(i) Conditions specified in Section 4; and
(ii) A public announcement in that respect has been made in accordance with the provisions contained in the Ordinance.

6. Consolidation of holdings

(1) No person who, together with persons acting in concert with him, has acquired fifteen percent or more but less than fifty one percent of the shares having voting rights in a company, shall acquire, either by himself or through persons acting in concert with him, additional shares having voting rights unless such acquirer makes a public announcement to acquire shares in accordance with this Ordinance. Provided that such person shall not be entitled to make a fresh public announcement within a period of twelve months from the date of the previous announcement.

(2) No person shall acquire the shares beyond the quantity specified in the invitation of offer made by him. All additional or incremental acquisition beyond the preceding offer shall only be valid through further officer.
 
7. Appointment of Manager to the Offer

(1) Before making any public announcement of offer referred to in Section 5 or 6, the acquirer shall appoint a manager to the offer who is not an associate of or group of the acquirer or the target company.

(2) The manager to the offer shall be deemed to be the agent of the acquirer.

8. Timing of the Public Announcement of Offer

(1) Before acquisition of shares beyond the threshold as contained in Section 5 or 6 the acquirer shall make a public announcement of such an intention forthwith.

(2) In case of an acquirer acquiring Global Depository Receipts or American Depository Receipts which, when taken together with the voting rights, if any already held by him or persons acting in concert with him, would entitle him to voting rights, exceeding the percentage specified in Section 5 or 6, the public announcement referred to in sub-section (1) of this section shall be made not later than two working days before he acquires voting rights on such securities upon conversion, or exercise of option, as the case may be.

9. Public Announcement of Offer

(1) The public announcement to be made under Section 5 or 6 shall be published at least in one issue each of a daily newspaper in English language and a daily newspaper in Urdu language having circulation in the province in which the stock exchange on which the company is listed is situated.

(2) The public announcement referred to in sub-section (1) shall contain the information as may be
prescribed.

(3) A copy of the public announcement to be made under section 5 or 6 shall be submitted to the Commission through the manager to the offer at least two working days before its issuance.

(4) Simultaneous with the submission of the public announcement to the Commission, the public announcement shall also be sent to all the stock exchanges on which the shares of the company are listed for being notified on the notice board and on the automated information system of the exchange, and to the target company at its registered office for being placed before the board of directors of the company.

(5) The offer under this Ordinance shall be deemed to have been made on the date on which the public announcement has appeared in any of the newspapers referred to in sub-section (1).

10. Contents of the Public Announcement of Offer, mode of payment and minimum offer price

The contents of the public offer, its submission to the Commission, the date to be specified for the public announcement, mode of payment and minimum offer price shall be in the manner as may be prescribed.

11. Brochures and Advertising Material

The public announcement of the offer or any other advertisement, circular, brochure, publicity material or letter of offer issued in relation to the acquisition of shares shall not contain any misleading information.

12. Number of shares to be acquired

(1) The public offer for acquisition of shares with voting rights in respect of the target company shall be made by the acquirer for such percentage as may be decided by the acquirer.

(2) Where the number of shares offered for sale by the shareholders are more than the shares announced to be acquired by the person making the offer, such person shall, accept the offers received from the shareholders on a proportional basis, in consultation with the manager to the offer. Provided that acquisition of shares from a shareholder shall not be less than the minimum marketable lot or the entire holding if it is less than the marketable lot.

13. General Obligations of the acquirer

(1) Within two working days of the public announcement of the offer, the acquirer shall send a copy of the draft letter of offer to the target company at its registered office address, to all the stock exchange where the shares of the company are listed and to the Commission.

(2) The acquirer shall ensure that the letter of offer is sent to all the shareholders of the target company, whose names appear on the register of members of the company as on the specified date mentioned in the public announcement. Provided that where the public announcement is made pursuant to an agreement to acquire shares or control over the target company, the letter of offer shall be sent to the shareholders other than the parties to the agreement. Explanation:

(i) A copy of the letter of offer shall also be sent to the custodians of Global Depository Receipts or American Depository Receipts to enable such persons to participate in the open offer, if they are entitled to do so.

(ii) A copy of the letter of offer shall also be sent to the convertible security holders, where the period of conversion falls within the offer period.

(3) The date of acceptance of the offer shall be not later than the sixtieth day from the date of public
announcement.

(4) In case the acquirer is a company, the public announcement of offer, brochure, circular, letter of offer or any other advertisement or publicity material issued to shareholders in connection with the offer must state that the directors accept the responsibility for the information contained in such documents. Provided that if any of the directors desires to exempt himself from responsibility for the information in such documents, such director shall issue a statement to that effect, together with reasons thereof for such a statement.

(5) Where an offer is made conditional upon minimum level of acceptance, the acquirer may accept the offer even if such offers put together do not reach the minimum level so offered. Provided that the acquirer may reject all such acceptances if the same do not reach a level indicated in the offer.

(6) No persons representing or having interest in the target company or is an insider or a beneficial owner of more than ten percent of the shares with voting rights during the last twelve months, shall stand excluded and shall not participate in any matter(s) concerning or relating to the offer including any preparatory steps leading to the offer.

(7) On or before the date of issue of public announcement of offer, the acquirer shall create a security as provided in the Ordinance.

(8) The acquirer shall ensure that firm financial arrangements has been made for fulfilment of the obligations under the public offer and suitable disclosures in this regard shall be made in the public announcement of offer.

(9) The acquirer shall, within a period of thirty days from the date of the closure of the offer, complete all procedures relating to the offer including payment of consideration to the shareholders who have accepted the offer and for the purpose open a special account as provided in Section 20 of the Ordinance. Provided that where the acquirer is unable to make the payment to the shareholders who have accepted the offer before the said period of thirty days due to non-receipt of requisite statutory approvals, the Commission may, if satisfied that non-receipt of requisite statutory approvals was not due to any wilful default or neglect of the acquirer or failure of the acquirer to diligently pursue the applications for such approvals, grant extension of time for the purpose, not exceeding thirty days in aggregate.

(10) In the event of withdrawal of offer in the manner provided in the Ordinance, the acquirer shall not make any offer for acquisition of shares of the target company for a period of twelve months from the date of public announcement of withdrawal of offer.

(11) In the event of non-fulfillment of obligations under Chapter III or Chapter IV of the Ordinance, the acquirer shall not make any offer for acquisition of shares of any listed company for a period of twelve months from the date of closure of offer.

(12) Where the acquirer has not either, in the public announcement, and, or in the letter of offer, stated his intention to dispose of the undertaking or a sizeable part thereof of the target company except in the ordinary course of business of the target company, the acquirer, where he has acquired control over the target company, shall be debarred from disposing of the undertaking or a sizeable part thereof of the target company for a period of two years from the date of acquisition of the control.

14. General Obligations of the Board of directors of the target company

(1) The board of directors of the target company shall not, during the offer period,-

a. sell, transfer, or otherwise dispose of or enter into an agreement for sale, transfer, or for disposal of
the undertaking or a sizeable part thereof , not being sale or disposal of assets in the ordinary course of
business, of the company or its subsidiaries; or
b. encumber any asset of the company or its subsidiary, or
c. issue any right or bonus shares having voting rights during the offer period; or
d. enter into any material contract.

(2) The target company shall furnish to the acquirer, within seven days of the request of the acquirer or within seven days from the specified date, whichever is later, a list of shareholders or convertible security holders as are eligible for participation under Explanation (ii) to sub-section (2) of section 13 containing name, address, shareholding and folio number, and of those persons whose applications for registration of transfer of the securities are pending with the company.

(3) Once the public announcement has been made, the board of directors of the target company shall not appoint as additional director or fill in any casual vacancy on the board of directors, by any person(s) representing or having interest in the acquirer, till the date of certification by the manager to the offer as provided under sub-section (6).

(4) The board of directors of the target company may, if they so desire, send their unbiased comments and recommendations on the offer(s) to the shareholders.Provided that for any misstatement or for concealment of material information, the directors shall be liable for penalty as provided in this Ordinance.

(5) The board of directors of the target company shall facilitate the acquirer in verification of securities tendered for acceptances.

(6) Upon fulfillment of all obligations by the acquirers under the Ordinance as certified by the manager of the offer, the board of directors of the target company shall transfer the securities acquired by the acquirer, whether under the agreement or from open market purchases, in the name of the acquirer.

(7) The target company shall allow such changes in the board of directors as would give the acquirer proportion representation on the board or control over the company notwithstanding contained in the Companies Ordinance, 1984.

i) In case, an acquirer who has acquired at least thirty percent of the voting rights of the target company and has also complied with the provisions of this Ordinance while acquiring such voting rights, he shall be entitled to a proportionate representation on the board of the target company as provided hereinafter.

ii) The acquirer shall be required to serve a notice on the company together with evidence of his voting power so acquired. A copy of such notice shall also be submitted to the Commission.

iii) On receipt of notice as specified in clause (ii) above, the board of the target company shall cause a board meeting to be held within ten days from the receipt of notice under clause (ii).

iv) The board of the target company may fill casual vacancy/vacancies so created by the resignation of one or more directors with mutual consent, to accommodate the acquirer on the board, in accordance with his entitlement.

v) In case the acquirer does not get a proportionate representation on the board or the number of casual vacancies so created to complete the board on the basis of proportional representation are not sufficient, the acquirer may serve a notice on the target company for holding of fresh elections. A copy of such notice shall also be submitted to the Commission forthwith.

vi) The board of the target company shall cause an election of directors to be held within thirty days from the receipt of the notice under clause (v).

vii) The election of directors shall be held in accordance with the provisions of sub-sections (2) to (5) of section 178 of the Companies Ordinance, 1984.

viii) The board so elected shall hold office during the remainder of the term of the out-going directors of the target company.

ix) Any irregularity in election of directors so held may be brought into the notice of the Commission either by the management of the target company or by the acquirer within seven days of the date of election.

x) The Commission may declare the election so held, null and void, if it is satisfied that certain irregularity did exist in holding the election and may order for holding of fresh election under the supervision of an independent person to be appointed by the Commission for such purpose.

xi) In case fresh elections are held as specified in clause (x) above, the Commission may impose a penalty on the out-going directors in their individual capacity and such penalty shall not, in any case, be debited to the company's account.

15. General obligations of the manager to the offer

The Manager to the offer:
(1) Before the public announcement of offer is made, shall ensure that-

a. the acquirer is able to implement the offer;
b. the provision relating to security referred to in section 20 has been made;
c. firm arrangements for funds and money for payment through verifiable means to fulfill the obligations under the offer are in place;
d. the public announcement of offer is made in accordance with section 10 of the Ordinance.

(2) furnish to the Commission a due diligence certificate which shall accompany the draft letter of offer.

(3) ensure that the draft public announcement and the letter of offer is filed with the Commission, target company and also sent to the stock exchange on which the shares of the target company are listed in accordance with the Ordinance.

(4) ensure that the contents of the public announcement of offer as well as the letter of offer are true, fair and adequate and based on reliable sources, quoting the source wherever necessary.

(5) ensure compliance of the provisions of the Ordinance and any other laws or rules as may be applicable in this regard.

(6) Upon fulfillment of all obligations by the acquirers under the Ordinance, cause the bank with whom the security has been deposited to release the balance amount to the acquirer.

(7) send a final report to the Commission within forty-five days from the date of closure of the offer.

16. Competitive bid

(1) Any person, other than the acquirer who has made the first public announcement, who is desirous of making a competitive offer, shall, within twenty one days of the public announcement of the first offer, make a public announcement of his offer for acquisition of the shares of the same target company.

(2) No public announcement for an offer or competitive bid shall be made after twenty one days from the date of public announcement of the first offer.

(3) A competitive offer by an acquirer shall not be less than the number of shares for which the first public offer has been made.

(4) Upon the public announcement of a competitive bid or bids, the acquirer(s) who had made the public announcement(s) of the earlier offer(s), shall have the option to make an announcement -

a. revising the offer; or
b. withdrawing the offer, with the prior approval of the Commission. Provided that if no such announcement is made within ten days of the announcement of the competitive bid(s), the earlier offer(s) on the original terms shall continue to be valid and binding on the acquirer(s) who had made the offer(s) except that the date of closing of the offer shall stand extended to the date of closure of the public offer under the last subsisting competitive bid.

(5) The provisions of this Ordinance shall mutatis-mutandis apply to the competitive bid(s) made
under sub-section (1) of this section.

(6) The acquirers who have made the public announcement of offer(s) including the public announcement of competitive bid(s) but have not withdrawn the offer in terms of sub-section (4) shall have the option to make upward revisions in his offer(s), in respect to the price and the number of shares to be acquired, at any time within seven working days prior to the date of closure of the offer without changing any other terms and conditions of the offer.

(7) Any upward revision made in terms of sub-section (6), shall be made only on the following
conditions:

a. a public announcement is made in respect of such changes or amendments in all the newspapers in which the original public announcement was made;
b. simultaneous with the issue of public announcement referred in clause (a), informing the Commission, the stock exchange on which the shares of the company are listed, and the target company at its registered office;
c. increasing the value of the security as provided under sub-section (3) of section 19 of the Ordinance.

(8) Where there is a competitive bid, the date of closure of the original bid as also the date of closure of all the subsequent competitive bids shall be the date of closure of public offer under the last subsisting competitive bid and the public offers under all the subsisting bids shall close on the same date.

17. Upward Revision of Offer

Irrespective of whether or not there is a competitive bid, the acquirer who has made the public announcement of offer, may make upward revision in his offer in respect to the price and the number of shares to be acquired, at anytime upto seven working days prior to the date of the closure of the offer. Provided that any such upward revision of offer shall be made only on the following conditions:

a. a public announcement is made in respect of such changes or amendments in all the newspapers in which the original public announcement was made;
b. simultaneous with the issue of such public announcement, informing the Commission, the stock exchange on which the shares of the company are listed, and the target company at its registered office;
c. increasing the value of the security as provided under sub-section (3) of Section 19 of the Ordinance.

18. Withdrawal of Offer

(1) No public offer, once made, shall be withdrawn except under the following circumstances: -
a. the withdrawal is consequent upon any competitive bid;
b. the sole acquirer, being a natural person, has died;
c. such circumstances as may be prescribed;

(2) In the event of withdrawal of the offer under any of the circumstances specified under sub-regulation (1), the acquirer or the manager to the offer shall:

a. make a public announcement in the same newspapers in which the public announcement of offer was published, indicating reasons for withdrawal of the offer.
b. simultaneous with the issue of such public announcement, inform the Commission, the stock exchange on which the shares of the company are listed and the target company at its registered office.

19. Security to be furnished by the acquirer

(1) The acquirer shall deposit and or furnish a security for performance of his obligations upon such terms and conditions as may be prescribed.
(2) The total consideration payable under the public offer shall be calculated assuming full acceptances, irrespective of whether the consideration for the offer is payable in cash or otherwise.
(3) In case there is any upward revision of offer, consequent upon a competitive bid or otherwise, the value of the security shall be governed as may be prescribed under sub-section (1).
(4) The security furnished shall be released in the manner as may be prescribed.

20. Procedure for Payment and Delivery of Shares

(1) For the amount of consideration payable in cash, the acquirer shall, within a period of twenty one days from the date of closure of the offer, open a special account with a scheduled bank and deposit therein, such sum as would, together with ninety percent of the security maintained as provided in section 19 of the Ordinance, if any, make up the entire sum due and payable to the shareholders as consideration for acceptances received and accepted in terms of the Ordinance.

(2) The unclaimed balance lying to the credit of the account referred in sub-section (1) at the end of six months from the date of deposit thereof shall be refunded to the acquirer.

(3) In respect of consideration payable by way of exchange of securities, the acquirer shall ensure that the securities are actually issued and dispatched to the shareholders.

21. Bail out takeovers

(1) The provisions of this Chapter shall apply to a substantial acquisition of shares in a financially weak company, in pursuance to a scheme of rehabilitation approved by the lead bank with the objective of bailing out such company. The lead bank shall draw up a scheme of rehabilitation either:

(a) at its own initiative; or
(b) in response to an application of shareholders having more than ten percent of the shares having voting rights of the target company who declare their intention to bid for control of the company.

(2) The lead bank shall be responsible for ensuring compliance with the provisions of this Chapter.

(3) The lead bank shall appraise the financially weak company taking into account the financial viability, and assessment of the requirement of funds for revival and draw up the rehabilitation package on the principles of protection of interests of minority shareholders, good management, effective revival and transparency.

(4) The rehabilitation scheme shall provide such details as may be prescribed. Explanation: For the purposes of this Chapter, the expression "financially weak company" means a company whose net worth has eroded to forty percent or less of its paid up capital.

22. Manner of invitation and evaluation of offers

(1) The lead bank may formulate a scheme for rehabilitation for a financial weak company and to give effect to such a scheme, through substantial acquisition of shares, shall invite offers for acquisition of shares by publishing such invitation in at least two newspapers as provided in section 9 of the Ordinance.

(2) The management of the financially weak company may negotiate with the lead bank within thirty days of the publication of invitation of offers referred to in sub-section (1), in which case the offers received shall not be considered by the lead bank.

(3) After evaluating the offers received, the lead bank shall accept the highest offer, taking into consideration the financial resources and management expertise of the offeror.

(4) The bidder so accepted by the lead bank shall issue a tender offer for acquisition of shares specifying the details of the tender offer as may be prescribed. Explanation: Nothing contained in this section shall prohibit the lead bank from offering the shares having voting rights held by it in the financially weak company as part of the scheme of rehabilitation.

23. Competitive bid

No person shall make a competitive bid for acquisition of shares of the financially weak company once the lead bank has evaluated and accepted the offer of the acquirer and the acceptance of such offer has been filed with the Commission.

24. Exemption from the operation of Chapter III

Provisions of Chapter III shall not apply to acquisitions made under this Chapter.

25. Conditions for compulsory acquisition

1) In case the acquirer produces an evidence of having acquired thirty percent shares having voting rights of the target company before the Commission, the Commission having satisfied itself with the evidence, may direct the majority shareholders, as identified by the lead bank, to disinvest at least twenty five percent of their holding in favour of the acquirer on the basis of tender price.

2) In case the disinvestments of above mentioned twenty five percent is not effected by the management or board of the target company, the Commission having satisfied itself, may pass order in writing to effect such change, remove the board of the target company and order fresh election of the board of directors.

26. Procedure in respect of bailout takeovers

The lead bank and acquirer shall follow the procedure as may be prescribed.