• 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