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  • TMA-2.4 TMA-2.4 No Frustrating Action

    • TMA-2.4.1

      Once a bona-fide offer has been communicated to the board of an offeree company or the board of an offeree company has reason to believe that a bona-fide offer may be imminent, no action which could effectively result in an offer being frustrated, or in the shareholders of the offeree company being denied an opportunity to decide on the merits of an offer, shall be taken by the board of the offeree company in relation to the affairs of the company without the approval of the shareholders of the offeree company in general meeting. In particular the offeree company's board must not, without such approval, do or agree to do the following:

      (a) Issue any shares;
      (b) Create, issue or grant, or permit the creation, issue or grant of, any convertible securities, options or warrants in respect of shares of the offeree company;
      (c) Other than during the normal course of business, sell, dispose of or acquire assets of a material amount;
      (d) Enter into contracts, including service contracts, otherwise than in the ordinary course of business; or
      (e) Cause the offeree company or any subsidiary or associated company to purchase or redeem any shares in the offeree company or provide financial assistance for any such purchase.

    • TMA-2.4.2

      For purposes of Paragraph TMA-2.4.1, where the offeree company is under a prior contractual obligation to take any such action, or where there are other special circumstances, the CBB must be consulted at the earliest opportunity.

      Amended: October 2019