ISLAMABAD - Securities and Exchange Commission of Pakistan (SECP) has proposed amendments in the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations , 2008 (Takeover Regulations). According to the SECP , these amendments mainly focus on the prescribed offer price mechanism and offer size stipulated by Regulation 13 and 14 of the Takeover Regulations . Regulation 13 relating to the offer price has been changed to add clarity. The proposed minimum offer price in case of public offer shall be highest amongst the negotiated weighted average price under a share purchase agreement; the highest price paid by the acquirer or persons acting in concert with the acquirer for acquiring the voting shares of target company during six months prior to the date of public announcement of offer; the average share price of target company as quoted on the stock exchange during the last six months; the average share price of target company as quoted on the stock exchange during four weeks preceding the date of public announcement of intention and the price per share calculated on the basis of net assets valued by a valuer whose name appears on the list of SBP approved list of valuers. The method of calculation for offer size, provided in Regulation 14, has also been amended and it has been proposed that public offer to acquire at least fifty per cent of the remaining shares shall be mandatory. This will result in lowering the total acquisition size from 90 per cent of the voting shares to range from 62.5 per cent to 85 per cent of the voting shares, depending upon the existing shareholding of the acquirer in the Target Company and size of the share purchase agreement. Accordingly, minimum level of acceptance has been redefined to read as 35 per cent of the remaining voting shares to maintain an exit for the acquirer who is unsuccessful in acquiring control through public offer. Further tendering of physical shares to the manager to the offer has also been allowed. Changes have also been suggested in Regulation 19 wherein credit ratings of commercial bank providing bank guarantee have been changed from A and AA, being symbols used for long-term credit rating, to A1 and A2 respectively, being synonymous symbols used for short-term credit rating. Furthermore, Schedule VIII - Offer Timetable has been amended to accommodate 21 days notice period for book closure as stipulated in the Listing Regulation of the Stock Exchanges. The proposed amendments in the Takeover Regulations have been published in the official gazette and placed on the Commissions website. The comments/suggestions/objections from the stakeholders received within the next fifteen days shall be considered by the Commission for finalisation of these amendments. Takeover Regulations were notified last year, after seeking comments from the stakeholders, with the aim to further strengthen the legal framework pertaining to the takeovers of listed companies. Takeover regulations endeavour to minimise price manipulation and insider trading and bring transparency to the Takeover process as whole. Besides others, a vital issue addressed through these regulations was that of size of the public offer and its price. However, subsequent to notification of these regulations communications from a broad spectrum of stakeholders were received by the Commission highlighting the disadvantages and practical difficulties arising due to offer price mechanism and offer size stipulated by Regulation 13 and 14 of the Takeover Regulations .