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  • TMA-2.3 TMA-2.3 Announcement of Offer or Possible Offer

    • Announcement to be Made by Offeror

      • TMA-2.3.1

        Except in the case of a mandatory offer where any of the circumstances occurring in TMA-2.3.10, a brief announcement that a potential offeror is considering making an offer must be made after obtaining permission from the CBB.

      • TMA-2.3.2

        Before the board of the offeree company is approached, the responsibility for making an announcement lies with the offeror or potential offeror. The offeror or potential offeror should, therefore, keep a close watch on the offeree company's share price and volume for signs of unusual movement.

        Amended: October 2019

    • Announcements to be Made by Potential Vendor

      • TMA-2.3.3

        The potential vendor must make an announcement when there are negotiations or discussions between a potential offeror and the holder, or group of holders, of shares carrying 30% or more of the voting rights of the company and the company is subject to rumour or speculation about a possible offer or there is unusual movement in its share price or in the volume of share turnover, and there are reasonable grounds for concluding that it is the potential vendor's actions which have led to the situation.

        Amended: October 2019

    • Suspension of Trading

      • TMA-2.3.4

        When an announcement is required under this Section, the listed company(ies) being the offeror or the offeree company, as the case may be, must notify the CBB and the licensed exchange immediately that an announcement is imminent and if there is any possibility that an uninformed market for shares of the offeror or the offeree company could develop prior to publication of the announcement, serious consideration must be given to requesting a suspension of trading in such shares pending publication of the announcement. A potential offeror must not attempt to prevent the board of the offeree company from making an announcement or requesting the licensed exchange to grant a temporary suspension of trading at any time the board thinks appropriate. The CBB or the licensed exchange may, at their discretion and irrespective of whether or not there is a request, suspend trading temporarily on the shares of a listed company being an offeree or offeror.

        Amended: October 2019

    • Announcements of Certain Purchases

      • TMA-2.3.5

        Acquisitions of voting rights of the offeree company by an offeror or by any person acting in concert with the offeror may give rise to an obligation to make a cash offer, to increase an offer or to make a mandatory offer. Immediately after any acquisition giving rise to any such obligation, an announcement must be made, stating the number of shares acquired and the price paid, together with the information required (to the extent that it has not previously been announced).

        Amended: October 2019

      • TMA-2.3.6

        CBB should be consulted if an offeror is wishing to approach a wider group, for example in order to arrange financing for the offer, whether through equity or debt, or to organize a consortium to make the offer.

      • TMA-2.3.7

        Where the offeror or offeree does not make an announcement when obliged to do so in terms of this Module, the CBB shall have the right to, without prejudice to any further action imposed by the CBB, instruct the offeror and the offeree to make an announcement in accordance with this Module and the offeror or offeree must comply with the time stipulated in the instruction.

        Amended: October 2019

    • Publication of an Announcement about an Offer or Possible Offer

      • TMA-2.3.8

        When an offer or possible offer is announced, the announcement must be in accordance with Appendix B in Part B of the CBB Rulebook Volume 6 and be sent to the licensed exchange and published in two local daily newspapers in Bahrain, one in Arabic, or Arabic and the other in English.

        Amended: October 2019

      • TMA-2.3.9

        [This Paragraph was deleted in October 2019].

        Deleted: October 2019

      • TMA-2.3.10

        An offeror or potential offeror must make an announcement under the following conditions:

        (a) Before an approach has been made to the offeree company, the offeree company is in the subject of rumour or speculation about a possible offer.
        (b) There is unusual movement in the company's share price or in the volume of share turnover, and there are reasonable grounds for concluding that it is the actions of the potential offeror or persons acting in concert with it through inadequate security, which have led to the situation;
        (c) When negotiations or discussions are about to be extended to include more than a very restricted number of persons; outside those who need to know in the companies concerned and their immediate advisors; or
        (d) Immediately upon acquisition of voting rights which gives rise to an obligation to make a mandatory offer. The announcement that an obligation has arisen must not be delayed due to information being obtained, additional information can be the subject of a later supplementary announcement.
        Amended: October 2019

    • Announcement to be Made by Offeree

      • TMA-2.3.11

        Following an approach to the board of the offeree company which may or may not lead to an offer, the primary responsibility for making an announcement will normally rest with the board of the offeree company. The offeree company must, therefore, keep a close watch on its share price and volume.

        The board of the offeree company must make an announcement to the licensed exchange and market and inform its shareholders immediately upon the occurrence of the following conditions:

        (a) A firm intention to make an offer has been notified to the board of the offeree company from an authorised source, irrespective of the attitude of the board of the offeree company;
        (b) When following an approach to the offeree company, whether there is a firm intention to make an offer or not, the offeree company is the subject of rumour or speculation about a possible offer or there is unusual movement in its share price or in the volume of share turnover;
        (c) When negotiations or discussions about a potential offer are about to be extended to include more than a very restricted number of persons;
        (d) When the board of a company is aware that there are negotiations or discussions between a potential offeror and the holder, or group of holders of shares carrying 30% or more of the voting rights of a company; or
        (e) When the board of a company is seeking potential offerors, and
        (i) The company is the subject of rumour or speculation about a possible offer, or there is unusual movement in its share price or a significant increase in the volume of share turnover; or
        (ii) More than a very restricted number of potential purchasers or offeror are about to be approached.
        Amended: October 2019
        Amended: April 2013

      • TMA-2.3.12

        When a proposed offer is conditional on acceptances or undertakings to accept by one or more shareholders, the proposed announcement must include a statement by those shareholders who have accepted or undertaken to accept the offer, whether such acceptances or undertakings are revocable, and if so, the conditions under which such acceptances or undertakings may be revoked.

        Amended: October 2019

    • Firm Intention to Make an Offer by Offeror

      • TMA-2.3.13

        An offeror must announce a firm intention to make an offer where such offeror has every reason to believe that it can and will continue to be able to implement the offer.

        Amended: October 2019

      • TMA-2.3.14

        The announcement of a firm intention to make an offer must state the following:

        (a) Terms of the offer;
        (b) Identity of the offeror and, where the offeror is a company, the identity of its ultimate controlling shareholder 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;
        (c) Details of any existing holding of shares and rights over shares in the offeree company:
        (i) Which the offeror owns or over which it has control or direction;
        (ii) Which is owned or controlled or directed by any person acting in concert with the offeror;
        (iii) In respect of which the offeror or any person acting in concert with it has received an irrevocable commitment to accept the offer; and
        (iv) In respect of which the offeror or any person acting in concert with it holds convertible securities, warrants or options;
        (d) Details of any outstanding derivative in respect of securities in the offeree company entered into by the offeror or any person acting in concert with it;
        (e) All conditions (including normal conditions relating to acceptance, listing and change in capital) to which the offer is subject;
        (f) Details of any arrangement (whether by way of option, indemnity or otherwise) in relation to shares of the offeror or the offeree company and which might be material to the offer. Details of any relevant securities of the offeree company in which the offeror or any person acting in concert with it has an interest or has a right to subscribe. In each case, the nature of the interests or rights concerned needs to be specified;
        (g) Details of any relevant securities of the offeree company which the offeror or any person acting in concert with it has borrowed or lent, save for any borrowed shares which have been either on-lent or sold;
        (h) All conditions (including normal conditions relating to acceptances, admission to listing, admission to trading and increase of capital) to which the offer or the posting of it is subject;
        (i) Details of any agreements or arrangements to which the offeror is party which relate to the circumstances in which it may or may not invoke or seek to invoke a pre-condition or the consequences of its doing so, including details of any break fees payable as a result; and
        (j) Details of any arrangement for the payment of an inducement fee or similar arrangement.
        Amended: October 2019
        Amended: April 2013

      • TMA-2.3.15

        Where the offer is for cash, or includes an element of cash, the announcement of firm intention must include a statement by an adviser, or another appropriate third party, that they have carried out necessary assessment to confirm that sufficient resources are available to the offeror to satisfy the full implementation and acceptance of the offer.

        Amended: January 2022
        Amended: October 2019

      • TMA-2.3.15A

        For the purpose of Paragraph TMA-2.3.15, the CBB may require the appointed adviser or third party to provide evidence in support of the confirmation statement referred to in Paragraph TMA-2.3.15 confirming that sufficient resources are available to satisfy the offeror’s obligation in respect of the offer.

        Added: January 2022

      • TMA-2.3.16

        Except with the consent of the CBB, if an incorrect or misleading statement is made in an announcement by the potential offeror, or on behalf of the potential offeror, or its directors, or officials or advisors, and not immediately withdrawn, then the potential offeror will be bound by the statement if an offer for the offeree company is subsequently made.

      • TMA-2.3.17

        Except with the consent of the CBB, where the incorrect or misleading statement concerned relates to the price of a possible offer (or a particular exchange ratio in the case of a proposed securities exchange offer), the potential offeror will not be allowed subsequently to make an offer for the offeree company at a lower price (taking the price of any securities concerned at the date of announcement of the firm intention to make the offer), unless there has occurred an event which the potential offeror specified in the statement as an event which would enable it to be set aside.

    • Preconditions

      • TMA-2.3.18

        Any pre-conditions included in an announcement to making a possible offer must be agreed in advance by the CBB and clearly state whether or not the pre-conditions must be satisfied before an offer can be made or whether they are waived.

    • Announcement of the Progress of the Offer

      • TMA-2.3.19

        Until a firm intention to make an offer has been notified a brief announcement by a potential offeror or the offeree company that talks are taking place or that a potential offeror is considering making an offer will normally satisfy the obligations under this Section.

        If following the announcement of a possible offer no further announcement has been made in respect of that offer or possible offer within one month, an announcement must be made setting out the progress of the talks or the consideration of a possible offer. This obligation continues, and announcements will be required monthly, until announcement of firm intention to make an offer or of a decision not to proceed with an offer. When talks are terminated or a potential offeror decides not to proceed with an offer, clear and unambiguous announcement must be made to that effect.

        Amended: October 2019

    • Statements of Intention Not to Make an Offer

      • TMA-2.3.20

        A person making a statement that he does not intend to make an offer for a company must make a statement to the market that is very clear and unambiguous.

        Amended: October 2019

      • TMA-2.3.21

        Except with the consent of CBB, unless there has been a material change of circumstances or an event has occurred which the person specified in his statement as an event which would enable it to be set aside, neither the person making the statement, nor any person acting in concert with him, nor any person who is subsequently acting in concert with either of them, may within six months from the date of the statement:

        (a) Announce an offer or possible offer for the offeree company, including a partial offer;
        (b) Acquire any interest in shares of the offeree company if any such person is obliged under TMA-3.1 to make a mandatory offer;
        (c) Acquire any interest, or procure an irrevocable commitment in respect of, shares of the offeree company if the shares in which such person, together with any persons acting in concert with him, would be interested and the shares in respect of which he, or they, had acquired irrevocable commitments would in aggregate carry 30% or more of the voting rights of the offeree company;
        (d) Make any statement which raises or confirms the possibility that an offer might be made for the offeree company; or
        (e) Proceed with actions to make a possible offer, for the offeree company, where knowledge of the possible offer might be extended outside the potential offeror and immediate advisors.
        Amended: October 2019

      • TMA-2.3.22

        Failure to comply with this rule may lead to the period of six months set out to be extended.

      • TMA-2.3.23

        Any person considering issuing a statement of an intention not to make an offer should consult CBB; particularly when specific reservations are to be included or to be set aside.

      • TMA-2.3.24

        Restrictions imposed by TMA-2.3.21 on statements made will apply to any persons acting in concert with the person making the statement. Unless clear in the statement or at the time of the statement, the restrictions will not apply to the persons acting in concert and that they are continuing to consider making an offer.

        Amended: October 2019

      • TMA-2.3.25

        When a person is announcing in a statement an intention of not making an offer, CBB will take into account the manner of any public reporting following the statement. Advisors should advise the directors and officials of companies of the implications of TMA-2.3.21.