| Citation(s) |
|---|
| 2007 SLG 333 2007 SLD 333 2007 CLD 277 |
Securities and Exchange Commission of Pakistan
Show-Cause Notice No.CLD/EMD/FIU/17/2006/89-96, dated July 14, 2006, decision dated: 13-11-2006
RASHID I. MALIK, COMMISSIONER COMPANY LAW (SMD)
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Show-Cause Notice No.CLD/EMD/FIU/17/2006/89-96, dated July 14, 2006, decision dated: 13-11-2006
RASHID I. MALIK, COMMISSIONER COMPANY LAW (SMD)
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In the matter of: ACQUISITIONS OF SHARES OF UNITED SUGAR MILLS LIMITED and 12 others
Law:
Section:
(a) Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance (CIII of 2002)---Preamble, Ss. 2(1)(a), 4, 25 & 26--Acquiring of shares in contravention of mandatory provisions of law---Imposition of fine---Under provisions of S.4 of Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance, 2002 any person who acquired more than 10 per cent of shares in a listed-company must make adequate disclosure not only to the company whose shares such person had acquired, but also to the stock exchange on which securities were traded---Facts available on record had confirmed said disclosures as required under law, were not made---Acquirers in the present case had contravened said mandatory provisions of law which had made them liable to be penalized for such breach---Target company and/or its Directors in concert with acquirers in the matter of acquisition of shares, had violated mandatory provisions of law as Directors and company in fact co-operated with acquirer for the purpose of acquiring 22.44% voting shares and with said cooperation parties sought to make colossal gains---Said cooperation was for illegal purposes---Instead of ensuring due transparency and making due disclosures, which was a cornerstone for today's capital gain, Directors of a listed-company had deliberately attempted to misguide the office--Purpose of Listed-Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance, 2002, was to provide for fair and equal treatment to all investors and provide a transparent and efficient system for substantial acquisition of voting shares in listed-companies---Accordingly, it would be defeating the intent of Legislature if an acquirer, was allowed to avoid compliance with the mandatory provisions of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance, 2002, behind the cover of a person acting in concert with them---Each of the Directors had acted in concert in matter of acquisition of shares in violation of said Ordinance---In order to safeguard and protect the interest of target company's shareholders arid to ensure clue compliance with the mandatory…
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