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  • Appointment of Advisors by Offeree

    • TMA-2.2.1

      A board which receives an offer or is approached with a view to an offer being made, must, in the interests of shareholders, appoint an independent professional adviser to advise the board as to whether the financial terms of the offer is, or is not, fair and reasonable. Such advice, including reasons, must be obtained in writing and made known to shareholders by including it in the offeree board circular along with the recommendation of the offeree company’s board regarding acceptance and voting, where applicable, of the offer. The board must announce the appointment of the professional adviser in the initial announcement of the offer or possible offer, or as soon thereafter as the appointment is made.

      Amended: January 2024
      Amended: January 2022
      Amended: October 2019

    • TMA-2.2.1A

      For the purposes of Paragraph TMA-2.2.1, the offeree company’s board, prior to appointment of an independent professional adviser, must ensure that the independent professional adviser has sufficient experience and a satisfactory work record in corporate finance or in a related field over the period of at least the past 5 years.

      Added: January 2022

    • TMA-2.2.1B

      For the purposes of Paragraph TMA-2.2.1A, a professional adviser is considered to have the relevant corporate finance experience if it has provided advice for any of the following:

      a) IPOs;
      b) Mergers and acquisitions involving listed companies;
      c) Fund-raising exercise through the capital market by listed companies; and/or
      d) Restructuring exercises involving listed companies.
      Added: January 2022

    • TMA-2.2.2

      [This Paragraph was deleted in October 2019].

      Deleted: October 2019

    • TMA-2.2.3

      When it is not possible to give a recommendation or there is a divergence of views amongst board members or between offeree board and the professional advisor, as to the merits of the offer or recommendation being made, then it must be stated in the offeree board circular and an explanation given, including the arguments for the recommendation to shareholders with regards to acceptance or rejection of the offer. The views of any directors who are in a minority must also be included in the offeree board circular.

      Amended: January 2024
      Amended: October 2019

    • TMA-2.2.3A

      If a director has a conflict of interest, he must not be joined with the rest of the board in the expression of their views on the offer. The conflict must be disclosed, in the offeree board circular, to the shareholders.

      Added: January 2024

    • TMA-2.2.4

      [This Paragraph was deleted in October 2019].

      Deleted: October 2019