TMA-3.4.1

[This Paragraph was deleted in January 2022].

TMA-3.4.2

[This Paragraph was deleted in January 2022].

TMA-3.4.3

[This Paragraph was deleted in January 2022].

TMA-3.4.4

Where an offeror or offeror and persons acting in concert:

the offeror, may within three months beginning immediately after the day on which the offer receives 90% or more acceptances, acquire the remaining shares of the offeree company, by issuing a notice for compulsory acquisition, in the form or manner specified by the CBB (Appendix E of Part B of Volume 6), to all the dissenting shareholders subject to TMA-3.4.9.

TMA-3.4.5

Where the offeror or offeree and persons acting in concert, pursuant to an offer, intends to exercise the compulsory acquisition right, the offeror must state in the offer document its intention to exercise its power of compulsory acquisition in the event that the conditions under TMA-3.4.4 are satisfied.

TMA-3.4.6

For the purpose of Paragraph TMA-3.4.4(b), the acceptances must not include shares already held on the date of the offer by the offeror and persons acting in concert.

TMA-3.4.7

The notice for compulsory acquisition referred to in Paragraph TMA-3.4.4 must be:

TMA-3.4.8

Where the offeror, despite best efforts, fails to deliver the compulsory acquisition notice, either in person or by registered post to dissenting shareholders, and therefore the offeror contemplates alternative methods to serve the notice, including by electronic means, the offeror must consult the CBB prior to initiating any measures to serve the notice by an alternative method.

TMA-3.4.9

Where a notice for compulsory acquisition is issued by an offeror to dissenting shareholders, and dissenting shareholder(s) do not accept the notice for compulsory acquisition, such dissenting shareholder may, within sixty days from the date of the notice for compulsory acquisition, approach a competent court.

TMA-3.4.10

If pursuant to Paragraph TMA-3.4.9, an application to a competent court has been made by a dissenting shareholder(s), and where the case is pending (i.e. no ruling is issued on the subject matter), the offeror must pay, allot or transfer to all the dissenting shareholders, the funds or other consideration for the shares to which the notice for compulsory acquisition relates.

TMA-3.4.11

The offeror must complete the compulsory acquisition settlement process for the dissenting shareholders after the sixty days period (duration during which dissenting shareholders may approach a competent court) but before the end of the three months period, beginning immediately after the day on which the offer receives 90% or more acceptances.

TMA-3.4.12

The offeror must acquire the shares to which the notice for compulsory acquisition relates on the same terms as the offer.

TMA-3.4.13

Where alternative considerations were offered to shareholders, an offeror must provide the dissenting shareholders the right to select their preferred consideration and specify the time period available to make the selection. While offering alternative considerations to the dissenting shareholders, the offeror must state in the offer document which of those considerations will apply to the shares of dissenting shareholders in the event the dissenting shareholders fails to make the selection within the specified time.