Right of Sell-Out by Dissenting Shareholders
TMA-3.4.14
Where an
offeror orofferee and personsacting in concert :(a) made an offer for all theshares in anofferee company; and(b) in pursuance to theoffer having received 90% or higher level of acceptance of the offershares to which theoffer relates,dissenting shareholders may, send a request to theofferor , requiring theofferor to acquire his/hershares within three months beginning immediately after the day on which theoffer receives 90% or more acceptances. Theofferor is bound to acquire thoseshares on the terms of thetake-over offer within three months from the date of receiving the request from thedissenting shareholders .Added: January 2022TMA-3.4.15
For the purposes of calculating 90% or more level of acceptances referred to in Paragraph TMA-3.4.14(b),
shares already held by the offeror and personsacting in concert on the date of the offer must not be taken into consideration.Added: January 2022TMA-3.4.16
An
offeror , upon achieving 90% or higher acceptance level specified in Paragraph TMA-3.4.14(b), must give alldissenting shareholders who have not accepted theoffer , a notice in the manner specified by the CBB (Appendix-F of Part B of Volume 6) regarding the sell-out rights that are exercisable by thedissenting shareholders .Added: January 2022TMA-3.4.17
The sell-out right notice, referred to in Paragraph TMA-3.4.16, must be issued within 15 calendar days from the date the
offer is declared unconditional in all respects.Added: January 2022TMA-3.4.18
The sell-out right notice referred to in Paragraph TMA-3.4.16 must be:
(a) accompanied by a copy of a declaration by theofferor that the conditions for giving the notice are satisfied; and(b) delivered to thedissenting shareholders in person or by registered post.Added: January 2022TMA-3.4.19
Where the
offeror , despite best efforts, fails to deliver the sell-out right notice, either in person or by registered post todissenting shareholders , and therefore theofferor contemplates alternative methods to serve the notice, including by electronic means, theofferor must consult the CBB prior to initiating any measures to serve the sell out right notice by alternative method.Added: January 2022TMA-3.4.20
A sell-out right notice under Paragraph TMA-3.4.16 must specify the period within which the sell-out right is exercisable and that such rights cannot be exercised after the end of that period.
Added: January 2022TMA-3.4.21
The sell-out right conferred on a
dissenting shareholder under Paragraph TMA-3.4.14 is exercisable by a written request addressed to theofferor .Added: January 2022TMA-3.4.22
Sell-out right does not apply if the
offeror has given thedissenting shareholders a notice for compulsory acquisition pursuant to Paragraph TMA-3.4.4.Added: January 2022