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  • TMA-B.1 TMA-B.1 Scope

    • TMA-B.1.1

      Module TMA applies to persons ("relevant persons") involved in, engaging in or intending to engage in an offer for, takeover or merger or acquisition of a controlling interest in a company whose primary listing of its ordinary equity securities is on a licensed exchange in the Kingdom of Bahrain.

      Amended: October 2019

    • TMA-B.1.2

      The Module applies to take-overs, mergers, acquisitions and share repurchases affecting:

      (a) Bahrain domiciled publicly listed company whose ordinary voting equity securities are listed on a licensed exchange in Bahrain are the potential targets for takeovers, mergers and acquisitions; or
      (b) Overseas company whose primary listing of its ordinary voting equity securities is on a licensed exchange in Bahrain.
      Amended: October 2019

    • TMA-B.1.3

      [This Paragraph was deleted in October 2019].

      Deleted: October 2019

    • TMA-B.1.4

      [This Paragraph was deleted in October 2019].

      Deleted: October 2019

    • TMA-B.1.5

      The TMA Module will not require holders of securities of 30% or more in a listed company at the effective date of this Module to make an offer under this Module. However, such holders shall comply with the requirments of this Module if they plan to increase their existing holdings by any method as per the requirements of this Module.

      Amended: October 2019

    • TMA-B.1.6

      "While the TMA Module applies to listed companies in which control may change, there are circumstances such as where an unlisted company is a target of a listed company (reverse takeover) in which it is necessary to consider the spirit, General Principles, standards and rules of this Module wherever it is applicable. When there is any doubt as to whether a proposed course of conduct accords with the spirit, General Principles, standards and rules of this Module, parties or their advisers should consult the CBB in advance."

      Amended: October 2019
      Amended: April 2013

    • TMA-B.1.7

      [This Paragraph was deleted in October 2019].

      Deleted: October 2019

    • TMA-B.1.8

      [This Paragraph was deleted in October 2019].

      Deleted: October 2019

    • Exemptions

      • TMA-B.1.9

        Module TMA does not apply to offers of equity securities for the following:

        (a) Offers for non-voting, non-equity capital unless required by this Module;
        (b) An exempt share repurchase;
        (c) An offer document filed with the CBB under Module OFS for the sole purpose of issuing or listing securities that are convertible to equity securities and do not confer, directly or indirectly, a voting right to the holder of such securities;
        (d) The relevant person has or had, at any time, financial instruments that are convertible to equity securities and do not confer, directly or indirectly, a voting right;
        (e) The relevant person is not subject to Module TMA under CBB Law;
        (f) An exempt fund manager or an exempt principal trader recognized as such by the CBB for the purposes of the Module; and
        (g) Acquisition of a controlling interest pursuant to an underwriting agreement subject to the timeline of the disposal of such acquisition being approved by the CBB.
        Amended: October 2019
        Amended: April 2013

      • TMA-B.1.10

        [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

      • TMA-B.1.11

        [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

      • TMA-B.1.12

        [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

    • Compliance Responsibility

      • TMA-B.1.13

        Each director of an offeror and of the offeree company as well as those acting in concert and their professional advisers has a responsibility to ensure, so far as he is reasonably able, that the requirements of this Module are complied with in the conduct of transactions which are the subject of the TMA Module.

        Amended: October 2019

      • TMA-B.1.14

        [This Paragraph was deleted in October 2019].

        Deleted: October 2019

      • TMA-B.1.15

        The primary responsibility for ensuring compliance with the Module rests with parties involved in a take-over, merger, acquisition, or share repurchase and their professional advisers as follows:

        (a) Persons or groups of persons who seek to gain or consolidate control of companies that are subject to the Module; and
        (b) Their brokers and other professional advisers; or parties who otherwise participate in, act in concert or are connected with, transactions to which the Module applies.
        Amended: October 2019

      • TMA-B.1.16

        [This Paragraph was deleted in October 2019].

        Deleted: October 2019

    • Penalty for Non Compliance

      • TMA-B.1.17

        Without prejudice to any greater penalty prescribed under the Penal Code or any other law, including the relevant provisions of the CBB Law, any person who breaches any of the provisions of this module shall be liable to a fine and such other restrictions and prohibitions the CBB may choose to impose under the CBB Law.

        Amended: October 2019