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  • TMA-A TMA-A Introduction

    • TMA-A.1 TMA-A.1 Purpose

      • Executive Summary

        • TMA-A.1.1

          The Module provides an orderly framework within which takeovers, mergers or acquisitions and share repurchases are to be conducted and sets forth special requirements relating to timing and mode of offer, announcements, documentaton and disclosure of adequate information to enable shareholders to make an informed decision as to the merits of an offer relating to a takeover, merger or acquisition.

          Amended: October 2019

        • TMA-A.1.2

          The general principles contained in the Module represent the overarching principles relevant to takeovers, mergers and share repurchases. In addition to the general principles, each chapter contains a series of rules, some of which are effectively expansions of the general principles and examples of their application and others are rules of procedure designed to govern specific types of takeovers, mergers or share repurchases.

          Amended: October 2019

        • TMA-A.1.3

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-A.1.4

          The CBB may modify or relax the application of a rule if it considers that in the specific circumstances of the case, strict application of a rule would operate in an unnecessarily restrictive or unduly burdensome, or otherwise inappropriate manner.

        • TMA-A.1.5

          The Module also seeks to ensure that the shareholders in the company subject to a takeover are given sufficient information, advice and time to consider and decide on the offer and in some instances an option to relinquish their holdings. The Module seeks to achieve fair treatment by requiring equality of treatment of shareholders of publicly listed companies which are targets in a takeover, merger or acquisition as defined in the Glossary in Part B of the CBB Rulebook Volume 6.

          Amended: October 2019

        • TMA-A.1.6

          Since the primary purpose of Module TMA is to facilitate fair treatment for all shareholders of publicly listed companies affected by TMA, it is not concerned with the financial or commercial advantages or disadvantages of a takeover, merger or acquisition which are matters for the company and its shareholders to decide on.

          Amended: October 2019

      • Legal Basis

        • TMA-A.1.7

          Article 3 of the Central Bank of Bahrain and Financial Institutions Law (the "CBB Law") states that the objectives of the CBB are to, inter alia, develop the financial sector and enhance confidence therein and protect the interests of depositors and customers of financial institutions, and enhance the Kingdom's credibility as an international financial centre.

        • TMA-A.1.8

          Parts 2 and 4 of the CBB Law empower the CBB to lay down rules for licencees, listed companies and others who undertake capital market and/or securities-related activity in the Kingdom;

        • TMA-A.1.9

          Article 38(a) of the CBB Law empowers the Governor of the CBB to issue Directives to ensure the implementation of the CBB Law, any regulations issued in accordance with that Law and the achievement of the objectives of the CBB.

        • TMA-A.1.10

          These rules are issued by way of a legally-binding Directive.

        • TMA-A.1.11

          Article (3) of Decree No. 64 of 2006 with respect to promulgating the Central Bank of Bahrain and Financial Institutions Law (CBB Law) states that the provisions of the Commercial Companies Law (CCL) issued by Decree No. 21 of 2001 shall apply on all matters that are not stipulated in the CBB Law.

        • TMA-A.1.11A

          This Module should be read in conjunction with Resolution No.(54) of 2023 with respect to issuing a Regulation on the Rules and Procedures for Mergers and Acquisitions of Shares of Companies listed on Stock Exchanges Licensed by the Central Bank of Bahrain (as amended from time to time).

          Added: January 2024

        • TMA-A.1.12

          Following is also list of relevant Articles of the CBB Law that apply to persons covered by Module TMA:

          Circular/ other references Provision Subject
          CBB Law 2006 Article 99–100 and Article 105 Restrictions of publishing market information and the use and disclosure of insider information.
          CBB Law 2006 Article 167 Penalty for violating Article 100.
          CBB Law 2006 Article 106 The offence of market manipulation.
          CBB Law 2006 Article 168 Penalty for violating Article 106.
          CBB Law 2006 Article 163 Penalty for concealing documents and information or providing false or misleading information or statements.
          CBB Law 2006 Article 128 Imposing restrictions on licensees and listed companies.
          CBB Law 2006 Article 132 Public censure on breaches committed by licensees and listed companies.
          CBB Law 2006 Article 52 –56 Nature and limits of control, procedures that must be undertaken and the regulations and conditions for granting approval of control
          CBB Law 2006 Article 162 Penalty for violating Article 52–58.

      • Role of the CBB

        • TMA-A.1.13

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-A.1.14

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-A.1.15

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-A.1.16

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

    • TMA-A.2 TMA-A.2 Module History

      • TMA-A.2.1

        This Module was first issued in December 2008. It is numbered as version 01. All subsequent changes to this Module are annotated with a sequential version number: UG-3 provides further details on Rulebook maintenance and version control.

      • TMA-A.2.1A

        A list of recent changes made to this Module is provided below:

        Module Ref.Change DateDescription of Changes
        TMA-3.1.404/2013Guidance Paragraph deleted on mandatory offer limit.
        Module TMA10/2019Restructured the whole Module TMA (including moving definitions to the glossary and also the appendices under Part B of the CBB Rulebook Volume 6)
        TMA-2.201/2022Amended paragraphs in the Section.
        TMA-2.301/2022Amended paragraphs in the Section.
        TMA-2.7.701/2022Amended paragraph.
        TMA-2.7.801/2022Deleted paragraph.
        TMA-2.8.101/2022Amended paragraph.
        TMA-2.11.101/2022Amended paragraph.
        TMA-2.14.101/2022Deleted paragraph.
        TMA-2.18.101/2022Amended paragraph.
        TMA-2.18.201/2022Amended paragraph.
        TMA-2.1901/2022Amended paragraphs in the Section.
        TMA-2.20.601/2022Amended paragraph.
        TMA-3.401/2022New revised Section.
        TMA-A.1.11A01/2024Added a new Paragraph on Module legal basis.
        TMA-2.201/2024Amended Section on independent advice and shareholder approval.

      • Superseded Requirements

        • TMA-A.2.2

          This Module supersedes the following provisions contained in circulars or other regulatory instruments:

          Circular/ other references Provision Subject
               
               
               
               
               
               
               

    • TMA-A.3 TMA-A.3 [This Section was deleted in October 2019].

      • TMA-A.3.1

        [This Paragraph was deleted in October 2019].

        Deleted: October 2019

      • TMA-A.3.2

        [This Paragraph was deleted in October 2019].

        Deleted: October 2019

      • TMA-A.3.3

        [This Paragraph was deleted in October 2019].

        Deleted: October 2019

      • TMA-A.3.4

        [This Paragraph was deleted in October 2019].

        Deleted: October 2019

      • TMA-A.3.5

        [This Paragraph was deleted in October 2019].

        Deleted: October 2019

      • TMA-A.3.6

        [This Paragraph was deleted in October 2019].

        Deleted: October 2019

      • TMA-A.3.7

        [This Paragraph was deleted in October 2019].

        Deleted: October 2019

      • TMA-A.3.8

        [This Paragraph was deleted in October 2019].

        Deleted: October 2019