SIDC Module 6 Take-overs and mergers question: compulsorily acquire the rest

SIDC Module 6Take-overs and mergers

Before its offer for all remaining shares, an offeror held 40% of an offeree. Acceptances bring in another 51%, taking it to 91%. Can it compulsorily acquire the rest under section 222 of the CMSA?

A Yes, as its total holding of 91% exceeds nine-tenths of the offeree's shares
B Yes, as acceptances of 51% exceed half of the offeree's voting shares
C No, as compulsory acquisition needs acceptances from 95% of the offer shares
D No, as acceptances are only 85% of the offer shares, short of nine-tenths

Show the answer and explanation

Answer: D. No, as acceptances are only 85% of the offer shares, short of nine-tenths

Section 222(1) of the CMSA allows compulsory acquisition where the offeror receives acceptances of not less than nine-tenths in the nominal value of the offer shares, and section 222(1A) excludes shares already held by the offeror or persons acting in concert at the date of the offer. The offer shares here are the 60% the offeror did not hold, and 51% / 60% = 85%, below 90%. Counting the 40% already held to reach 91% is the pre-2015 approach that the amendment removed. A simple majority is irrelevant, and the threshold is nine-tenths, not 95%. The 91% total does, however, give remaining holders a sell-out right under section 223. Source: CMSA 2007 ss.222(1), 222(1A), 223; Rules on Take-overs, Mergers and Compulsory Acquisitions (SC-GL/1-2016 (R2-2021), revised 28 December 2021) para 22.01 and note (as at October 2026).

Common mistake

Counting shares the offeror already held towards the nine-tenths acceptance test.

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Study note: Take-overs and mergers SIDC Module 6 practice questions & mock exams

Related SIDC Module 6 questions

Before the offer period, an acquirer paid RM2.40 per offeree share eight months ago, RM2.10 five months ago and RM1.95 two months ago. The price is now RM1.80. What is the minimum mandatory offer price?An investor holding 30% of a listed company's voting shares buys a further 4%, taking her to 34%. She has no exemption. What is the consequence?Kenari Bhd has held 40% of Delta Bhd's voting shares for over a year. It buys a further 1.5%, and four months later another 0.8%. Does Kenari incur a mandatory offer obligation?

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Original study material mapped to the public SIDC Module 6 syllabus. Unofficial, not endorsed by SIDC or the SC. Verify figures and rules against current guidance before relying on them.

SIDC Module 6 Take-overs and mergers question: compulsorily acquire the rest

SIDC Module 6Take-overs and mergers

Before its offer for all remaining shares, an offeror held 40% of an offeree. Acceptances bring in another 51%, taking it to 91%. Can it compulsorily acquire the rest under section 222 of the CMSA?

A Yes, as its total holding of 91% exceeds nine-tenths of the offeree's shares
B Yes, as acceptances of 51% exceed half of the offeree's voting shares
C No, as compulsory acquisition needs acceptances from 95% of the offer shares
D No, as acceptances are only 85% of the offer shares, short of nine-tenths

Show the answer and explanation

Answer: D. No, as acceptances are only 85% of the offer shares, short of nine-tenths

Common mistake

Counting shares the offeror already held towards the nine-tenths acceptance test.

Practise more Module 6 Take-overs and mergers questions

Exam-style questions with worked answers, then full timed mocks. Free to start.

Start practising →

Build a daily practice habit — a few exam-style questions a day, with worked answers. Free to start.

Start practising →

Original study material mapped to the public SIDC Module 6 syllabus. Unofficial, not endorsed by SIDC or the SC. Verify figures and rules against current guidance before relying on them.