The Takeovers Code 1998 has been repealed by the three (3) new securities legislations in 2015.   The new Takeovers Code is yet to be drafted to reflect the current securities laws.  The Takeovers Code governs transactions and events that impact on the voting rights attaching to the shares owned by shareholders of “Code companies”. Code companies are company (including foreign companies) registered or deemed to be registered under the PNGPNG Papua New Guinea Companies Act 1997, that is a party to a listing agreement with a PNG stock exchange (or was a party to a listing agreement any time during a relevant 12-month period); or with assets exceeding K5 million, more than 25 shareholders and more than 100 employees.

The Code divides levels of voting control in a Code company into different thresholds and prescribes the methods available to increase voting control.  The Takeovers Code mandates the Commission to preside over all takeovers, mergers, and acquisitions in Papua New Guinea.

The Commission is currently working in partnership with Asian Development Bank (ADB) to formulate the new Takeovers Code reflecting the new securities laws.

We’ll upload the Code when it is completed!