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  • 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.