Back Custom print Link Text Only Rich Text Print

  • 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.