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Regulations Governing Public Tender Offers for Securities of Public Companies(2009.12.29) |
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Article 2
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"Public Tender Offer" as referred to in these Regulations means purchase of securities from unspecified persons bypassing the centralized securities exchange market or the over-the-counter (OTC) markets, and instead using public announcement, advertisement, radio broadcast, telecommunication, letters, telephone, presentation show, explanation delivering or other methods to make a public offer.
The scope of public tender offers to purchase securities under Paragraph 2 of Article 43-1 of the Act includes purchase of issued shares, new shares entitlement certificates, warrants, preferred shares attached with warrants, convertible corporate bonds, corporate bonds attached with warrants, depositary receipts, and any other securities approved by the Financial Supervisory Commission (hereinafter "FSC") of a company, which has already completed the public issuance or supplemental public issuance of the above-mentioned securities in accordance with the Act.
No private-placement securities may be the subject of a public tender offer unless supplemental procedures for public issuance have been carried out.
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Article 7-1
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An Offeror shall adopt uniform acquisition conditions in the public tender offer, and may not make any of the following modifications to the acquisition conditions:
1. Lower the public tender offer price.
2. Lower the proposed number of securities to be acquired through the public tender offer.
3. Shorten the public tender offer period.
4. Other particulars as prescribed by the FSC.
The Offerer may not enter into an agreement or covenant with any specific shareholder of the subject company entitling the shareholder to obtain any special rights after the shareholder's participation in the tender through an offer to sell, so that there might exist any discrepancy in the substantial acquisition conditions among shareholders.
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Article 15
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An Offeror shall mandate the following institutions that are permitted by law to handle shareholder services for others to be responsible for the taking Tenderer's deposit of securities, the delivery of public tender offer prospectus, and the receipt and payment of the public tender offer funds or securities, etc.:
1. Integrated securities firms.
2. Banks and trust enterprises.
3. Other institutions approved by the FSC.
When a mandated institution takes deposit of securities from the Tenderer, it shall issue to the Tenderer a receipt describing the types and number of the securities.
When a mandated institution takes deposit of securities from the Tenderer by means of book-entry via a securities firm, it shall comply with regulations applying to centralized securities depository enterprises.
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Article 15-1
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An Offeror may use only one mandated institution. Notwithstanding the foregoing, in the case of acquiring securities of a public company that are not listed on the exchange, OTC, or emerging stock market, not more than two mandated institutions are allowed.
If the Offerer is a financial holding company or a subsidiary thereof, it may not engage a subsidiary of the same financial holding company as its mandated institution.
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Article 16
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The Offeror, unless buying back shares according to Article 28-2 of the Act, shall serve the public tender offer prospectus to its mandated institution and Securities Related Entities before the commencement date of the public tender offer period; and shall furthermore deliver the public tender offer prospectus to the Tenderer at the Tenderer's request or upon the Tenderer depositing the securities with the mandated institution referred to in Article 15.
The mandated institution mentioned in the preceding paragraph shall deliver the public tender offer prospectus on behalf of the Offeror.
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Article 19
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On the day the conditions of the public tender offer have been achieved or by the next business day, the Offeror shall submit a regulatory filing with the FSC and make a public announcement, with a copy thereof to the mandated institution.
The expression that "the conditions of the public tender offer have been achieved" as referred to in the preceding paragraph means that by the expiration of the tender offer period the minimum number of shares for acquisition in the tender offer as set by the Offeror has been reached. If the public tender offer involves any matter that requires the approval of the FSC or other competent authority or that requires an effective registration, the approval shall have been obtained or the effective registration made.
When an Tenderer applies to revoke its offer to sell, it shall do so in writing.
A Tenderer may not revoke its offer to sell after the Offeror has made a public announcement under Paragraph 1, unless under any of the following circumstances:
1. A circumstance set out in Article 7, Paragraph 2.
2. The Offerrer has submitted a regulatory filing with the FSC and made a public announcement of an extension of the public tender offer period pursuant to Article 18, Paragraph 2.
3. The offer to sell is voidable under any other law.
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