TMA-1 TMA-1 General Principles
TMA-1.1.1
[This Paragraph was deleted in October 2019].
Deleted: October 2019TMA-1.1.2
Equal Treatment to all Shareholders: All
relevant persons including anypersons acting in concert in relation to anoffer must treat all holders of each class of securities of anofferee company in a fair and equitable manner demonstrating no bias to a single, group or class of shareholders.Amended: October 2019TMA-1.1.3
Duties of Directors with Personal Interests: Directors of an
offeror and theofferee company must always, in advising their shareholders, act only in their capacity as directors and not have regard to their personal or family shareholdings or to their personal relationships with the companies. They must only consider the shareholders' interests taken as a whole when they are giving advice to shareholders. Directors of theofferee company must give careful consideration before they enter into any commitment with anofferor which would restrict their freedom to advise their shareholders. Such commitments may give rise to conflicts of interest or result in a breach of the directors' fiduciary duties.Amended: October 2019TMA-1.1.4
Minority interests must be protected: Oppression of minority or non-controlling shareholders is not acceptable in any case. Therefore, rights of control must be exercised in good faith in the context of protecting minority shareholders.
Amended: October 2019TMA-1.1.5
Information to All Shareholders: During the course of an
offer , or when anoffer is in contemplation, neither anofferor , nor theofferee company, nor any of their respective advisers may furnish information to some shareholders which is not made available to all shareholders. This principle does not apply to the furnishing of information in confidence by theofferee company to a bona fide potentialofferor or vice versa.Amended: October 2019TMA-1.1.6
Standards of Care in Documents: All
relevant persons including anypersons acting in concert in relation to anoffer must, as with a prospectus act with due skill, care and diligence in relation to all matters connected with anoffer including but not limited to matters relating to standards of research and analysis, public announcements, documentation, information being given to shareholders and the appointment ofadvisers , among others.Amended: October 2019TMA-1.1.7
Announcements: An
offeror must announce anoffer only after careful and responsible consideration. The same applies to making acquisitions which may lead to an obligation to make amandatory offer . In either case theofferor and itsadvisers must be satisfied that it can and will continue to be able to implement theoffer in full.Amended: October 2019TMA-1.1.8
Sufficient Information and Time to Shareholders: Shareholders must be given sufficient information, advice and time to reach an informed decision on an
offer . No relevant information must be withheld. All documents must, as in the case with a prospectus, be prepared with the highest possible degree of care, responsibility and accuracy.Amended: October 2019TMA-1.1.9
Full and Prompt Disclosure and Prevention of a False Market: All
relevant persons including anypersons acting in concert in relation to anoffer must ensure that all information provided inoffer , announcements and related documentation is clear, fair and not misleading, and appropriate to the information needs of the readers. All persons concerned withoffers must make full and prompt disclosure of all relevant information and take every precaution to avoid the creation or continuance of a false market.Relevant persons and theirprofessional adviser (s) involved in anoffer covered by this Module must take care that statements are not made which may mislead shareholders or the market.Amended: October 2019TMA-1.1.10
No Frustration of Bona Fide Offer: At no time after a bona fide
offer has been communicated to the board of theofferee company, or after the board of theofferee company has reason to believe that a bona fideoffer might be imminent, may the board of theofferee company take any action in relation to the affairs of the company, without the approval of shareholders in a general meeting, which could effectively result in any bona fideoffer being frustrated or in the shareholders being denied an opportunity to decide on its merits.Amended: October 2019TMA-1.1.11
Secrecy before Announcements: At any time before the
offer or during theoffer , the management of all relevant persons including any personsacting in concert in relation to anoffer andprofessional adviser (s) must maintain secrecy and confidentiality of theoffer .Amended: October 2019TMA-1.1.12
Limitation On Directors' Actions: The boards of an
offeror and theofferee company and their respective advisers and associates have a duty to act in the best interests of the shareholders of theofferor andofferee company respectively, and these General Principles and the Rules may impinge on the freedom of action of boards and persons involved inoffers . They must, therefore, accept that there are limitations, in connection with transactions which are the subject of the Modules, on the manner in which the pursuit of those interests can be carried out.Each director of an
offeror and of theofferee company has a responsibility to ensure, so far as he is reasonably able, that this Module is complied with in the conduct of transactions which are the subject of this Module.Amended: October 2019TMA-1.1.13
Acquisition or Consolidation of Control: If control of a company changes or is acquired or is consolidated, a
mandatory offer to all other shareholders is required. Where an acquisition is contemplated as a result of which a person may incur such an obligation, he must, before making the acquisition, ensure that he can and will continue to be able to implement such anoffer .Amended: October 2019TMA-1.1.14
Appointment of
Professional Adviser (s): Anofferee board which receives anoffer or is approached with a view to anoffer being made, should in the interest of its shareholders, seek professional advice by aprofessional adviser (s).Amended: October 2019
Amended: April 2013TMA-1.1.15
Co-operation with the CBB: All parties concerned with transactions subject to this Module are required to co-ordinate and co-operate to the fullest extent with the CBB's Capital Markets Supervision Directorate, and to provide all relevant information.
Amended: October 2019TMA-1.1.16
Validity of CBB Approval: Where a transaction requires CBB prior approval, any execution or part thereof must take place within a period of 90 days (including any applicable lock-up period) from the date of the approval, unless otherwise stipulated in writing by the CBB.
Amended: October 2019TMA-1.1.17
Transactions to be concluded on a
licensed exchange : Except with the consent of the CBB, any transaction concluded in terms of this Module shall be executed on the relevantlicensed exchange .Amended: October 2019
Amended: April 2013