SECURITIES AND EXCHANGE COMMISSION OF SRI LANKA

NOTICE

TAKEOVERS AND MERGES CODE 1995
AS AMENDED IN 2003

REQUEST FOR REPRESENTATIONS FROM THE PUBLIC

1.
A Committee consisting of Mr Saleem Marsoof PC (Chairman), Mr R Senathirajah, Mr U L Kadurugamuwa, Mr Mahinda Haradasa, Mr Riyaz Mihular and Mr Naomal Goonewardene has been appointed by the Securities and Exchange Commission (SEC) to study and make recommendations to revise the Takeovers & Mergers Code 1995 as amended in 2003 (Code).

2.
The Committee at its inaugural meeting decided to seek the views/comments of the public on all aspects of the workings of the Code including the following matters:
· The mandatory requirement of having to make an offer in terms of Rule 31 of the Code;
· The requirement of having to make an offer to accept all the shares from the remaining shareholders in terms of Rule 31 of the Code;
· The scope of the independent advice provided for in Rule 12 of the Code;
· The absence of provisions in the Code in relation to company mergers;
· The adequacy of requirements relating to disclosures; and
· The liability of indirect holders of the offeror.

3
The Code can be viewed on the SEC website www.sec.gov.lk
Printed copies of the Code are available at the SEC Secretariat.

4
The SEC invites the public to make representations to the Secretariat of the SEC on or before 12th October 2003.

The Director General
Securities and Exchange Commission of Sri Lanka
Level 11, East Tower, World Trade Centre
Colombo 1
Tel: 2331013-6 or 2439144-8 Fax: 2439149
E-mail : mail@sec.gov.lk Website: www.sec.gov.lk