- Right of Sell-Out by Dissenting Shareholders
- TMA-3.4.14- Where an - offeror or- offeree and persons- acting in concert :(a) made an offer for all the- shares in an- offeree company; and(b) in pursuance to the- offer having received 90% or higher level of acceptance of the offer- shares to which the- offer relates,- dissenting shareholders may, send a request to the- offeror , requiring the- offeror to acquire his/her- shares within three months beginning immediately after the day on which the- offer receives 90% or more acceptances. The- offeror is bound to acquire those- shares on the terms of the- take-over - offer within three months from the date of receiving the request from the- dissenting shareholders .Added: January 2022
- TMA-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 persons- acting in concert on the date of the offer must not be taken into consideration.Added: January 2022
- TMA-3.4.16- An - offeror , upon achieving 90% or higher acceptance level specified in Paragraph TMA-3.4.14(b), must give all- dissenting shareholders who have not accepted the- offer , 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 the- dissenting shareholders .Added: January 2022
- TMA-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 2022
- TMA-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 the- offeror that the conditions for giving the notice are satisfied; and(b) delivered to the- dissenting shareholders in person or by registered post.Added: January 2022
- TMA-3.4.19- Where the - offeror , despite best efforts, fails to deliver the sell-out right 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 sell out right notice by alternative method.Added: January 2022
- TMA-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 2022
- TMA-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 the- offeror .Added: January 2022
- TMA-3.4.22- Sell-out right does not apply if the - offeror has given the- dissenting shareholders a notice for compulsory acquisition pursuant to Paragraph TMA-3.4.4.Added: January 2022
