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  • TMA 2.6 TMA 2.6 Information to Offeror(s)

    • TMA-2.6.1

      Upon signing a confidentiality agreement to give access to any due diligence material, any information, including particulars of shareholders, given to one offeror or potential offeror must be furnished equally and promptly to any other bona fide offeror or potential offeror.

      Amended: October 2019

    • TMA-2.6.2

      If the offer or potential offer is a management buy-out or similar transaction, the information which this Paragraph requires to be given to a competing or potential offeror is:

      (a) The information generated by the offeree company (including the management of the offeree company acting in their capacity as such) which is passed to external providers or potential providers of finance (whether equity or debt) to the offeror or potential offeror; and
      (b) Any other information that is material in the context of making an offer insofar as the board of the offeree company is aware that the management is in possession of such information.

      This, however, does not include providing information on the offeree company's trade and business secrets. The CBB expects the directors of the offeree company who are involved in making the offer to cooperate with the independent directors of the offeree company and its advisers in the assembly of information.

      Amended: October 2019
      Amended: April 2013

    • TMA-2.6.3

      The information related to an offer should be provided by the offeree company to the ultimate offeror or potential offeror, the identity of which must be disclosed to the directors of the offeree company.

      Amended: October 2019

    • Mutual Due Diligence Review

      • TMA-2.6.4

        Where the consideration under an offer includes exchange of securities, the offeror and the offeree company may, subject to such terms and conditions as may be agreed between the offeror and offeree company under a confidentiality agreement, undertake mutual due diligence (mutual due diligence review) of each other's business.

        Added: October 2019

      • TMA-2.6.5

        Where the CBB is of the opinion that mutual due diligence review as referred to in Paragraph TMA-2.6.4 is in the best interest of the shareholders, it may, at its sole discretion, by notice in writing, order the offeror and the offeree company to enter into a mutual due diligence review agreement.

        Added: October 2019