No. 3(11)/REG/MCA/2005

Monopoly Control Authority

Government of Pakistan

*******

Islamabad, the 23rd June 2007

 NOTIFICATION

 S.R.O. 642(I)/2007.----- In pursuance of clause (b) of sub-section(1) of Section 5, read with Section 3 of the Monopolies and Restrictive Trade Practices (Control & Prevention) Ordinance 1970 (V of 1970), and in exercise of the powers conferred on it under Section 24 of the said Ordinance, the Monopoly Control Authority hereby makes the following Rules: -

The Monopoly Control Authority (acquisition

of shares and merger Notice) rules, 2007

1. Short title and commencement.-(1). These Rules may be called the Monopoly Control Authority (Acquisition of Shares and Merger Notice) Rules, 2007.

(2).      They shall come into force at once.

2.         Definitions: - (1) In these Rules unless there is any thing repugnant in the subject or context. –

(a).      “acquisition” includes the take over of management control, purchase of assets or common stock of an undertaking by another undertaking;
(b).      “Authority” means Monopoly Control Authority;
(c).      “merger” includes combination, amalgamation, consolidation or joint venture or merger of an undertaking into another undertaking;
(d).      “Ordinance” means the Monopolies and Restrictive Trade Practices (Control & Prevention) Ordinance 1970 (V of 1970);           

            (2).      Words and expressions used but not defined in these Rules have the meanings respectively assigned to them in the Ordinance.

 3.         (1) Pre-Acquisition of Shares or Pre-Merger Notice: - An undertaking which is a party to the acquisition of shares or merger with another undertaking shall, within seven days of the date of the decision taken by its management or the date of resolution passed by its Board of Directors in this regard, give notice of its intention to do so to the Authority and to seek a No Objection Certificate, if:

(a)       the value of gross assets of the undertaking, excluding value of goodwill, is not less than three hundred million rupees and/or the combined value of both the undertaking and the undertaking the shares of which are proposed to be acquired or the undertakings being merged, is not less than one billion rupees; or

(b)       annual turnover of the undertaking in the preceding year is not less than five hundred million rupees and/or the combined turnover of both the undertaking and the undertaking the shares of which are proposed to be acquired or the undertakings being merged is not less than one billion rupees; or

(c)       the undertaking (and for the purpose of this sub-rule, undertaking includes an individual) holds not less than thirty percent shares in the equity of an undertaking intending to acquire or purchase not less than thirty percent shares in the equity of another undertaking;                        

(2)       In the case of a merger, alongwith the notice mentioned in 3(1) above, the agreed scheme of arrangement and a complete statement of the case shall also be submitted:

(3)       After receipt of the notice, alongwith the documents mentioned in clause (2) above, the Authority may:

(a)       call from the undertaking(s) any information or evidence as it deems necessary; and
(b)       conduct hearings.

            4.         The Authority shall–

(a)       give its verdict or issue a No Objection Certificate within thirty days of receipt of the Notice; or
(b)       ask for further information within this period in which case the Authority will have ninety days from  the receipt of the notice to give its verdict;  

5.         If a verdict or No Objection Certificate is not issued by the Authority, the acquisition/merger shall be deemed approved by the Authority at the end of thirty days or ninety days, as the case may be. 

6.         Every notice filed, under sub-rule (1) of Rule 3 of these Rules, shall be accompanied by a fee of one hundred thousand rupees in cases involving acquisition of shares and two hundred thousand rupees in cases of merger.

(Muhammad Ajaib Khan)

Registrar