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  • TMA-2.1 TMA-2.1 Communication of the Offer

    • TMA-2.1.1

      An offer must be put forward in the first instance to the board of directors (the "board") of the offeree company in writing.

    • Identity of Offeror

      • TMA-2.1.2

        If the offer or an approach with a view to an offer being made is not made by the ultimate offeror or potential offeror, the identity of that person must be disclosed at the outset to the board of the offeree company. When that person is a company, the identity of its ultimate controlling shareholder(s) and the identity of its ultimate parent company, or, where there is a listed company in the chain between such company and its ultimate parent company, the identity of such listed company must be disclosed.

        Amended: October 2019

    • Seriousness of Offeror

      • TMA-2.1.3

        The board of the offeree company when approached is entitled to be satisfied that the offeror is, or will be, in a position to implement the offer in full. An offeror, upon receiving a request from the board of the offeree company, must provide reasonable information to verify that the offeror is, or will be, in a position to implement the offer in full.

    • Confidentiality

      • TMA-2.1.4

        The confidentiality of the offer before an announcement must be maintained and all persons in possession of confidential information, and particularly price-sensitive information, concerning an offer or contemplated offer must treat that information as secret and may only pass it to another person if it is necessary to do so and if the other person understands the need for secrecy.

        Amended: October 2019