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  • Board of Offeror Company

    • TMA-2.2.10

      Where an offeror is a listed company, and the offer being made is a reverse takeover or when the directors of the offeror are faced with a conflict of interest, the board of the offeror must appoint an independent adviser and obtain professional independent advice as to whether the making of the offer is in the interests of the offeror’s shareholders. The advice must be obtained before announcing an offer or revised offer. The offer or revised offer must also be made subject to the approval of the shareholders of the offeror in a general meeting. The advice must be in writing and sent to the shareholders with the notice of the meeting. If an offeror considers that these requirements should not apply, where for example the offer is not material to the offeror, it may apply to the CBB for a waiver of these requirements.

      Amended: January 2024
      Amended: October 2019

    • TMA-2.2.10A

      For the purposes of TMA-2.2.10, a conflict of interests, amongst others, includes:

      a) significant cross shareholdings (10% or more) between an offeror and the offeree company;
      b) a number of directors common to both companies; or
      c) a common controlling shareholder in both companies is a director of or has a nominee director in either company.
      Added: January 2024