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  • TMA 2.7 TMA 2.7 Timing and Content of Documents

    • Equality of Information to Shareholders

      • TMA-2.7.1

        All offeree company shareholders must be given sufficient information and advice about an offer. Information must be made equally available to all shareholders, at the earliest and in the same manner to enable them to reach an informed decision about the offer.

        Amended: October 2019

      • TMA-2.7.2

        Shareholders must, in accordance with Appendix C in Part B of the CBB Rulebook Volume 6, be given all the facts necessary to make an informed judgment on the merits or demerits of an offer. Such facts require accurate and fair presentation and must be given to the shareholders early enough to enable them to make a decision in good time. The obligation of the offeror in these respects towards the shareholders of the offeree company is no less than the offeror's obligation towards its own shareholders. In particular, whether or not the offer consideration is cash, information must be given about the offeror.

        Amended: October 2019

      • TMA-2.7.3

        The offer document must include a heading stating: "If you are in doubt about any aspect of this offer, you should consult a licensed securities dealer or licensed institution in securities, a bank manager, solicitor or attorney, professional accountant, or other professional advisor."

      • TMA-2.7.4

        No new material must be released in meetings, interviews or discussions with the media. If any new information is made public as a result of meetings, interviews or discussions with the media, then a circular must be sent to shareholders and where appropriate newspaper space.

        Amended: October 2019

    • Subsequent Documents

      • TMA-2.7.5

        Documents subsequently sent to shareholders of the offeree company must contain details of any material changes in information previously submitted or published by or on behalf of either party during the offer period. If there have been no such changes this must be stated. In particular, the following matters must be updated:

        (a) Changes or additions to material contracts;
        (b) Shareholdings and dealings;
        (c) Changes to directors' service contracts;
        (d) Special arrangements;
        (e) Ultimate owner of securities acquired under the offer; and
        (f) Arrangements in relation to dealings.
        Amended: October 2019
        Amended: April 2013

    • Offer Document Time Limit

      • TMA-2.7.6

        The offer document must be sent to the offeree company by or on behalf of the offeror within 21 calendar days of the date of the announcement of the terms of the offer. The CBB's consent is required if the offer document may not be posted within this period.

        Amended: October 2019

    • Timing and Contents of Offeree Board Circular

      • TMA-2.7.7

        The offeree company must send the circular containing the information in Appendix D in Part B of the CBB Rulebook Volume 6, together with any other information it considers to be relevant to enable its shareholders to reach an informed decision on the offer accompanied by the offer document to all its shareholders within a maximum period of 21 calendar days from the date of receipt of the offer document. The CBB’s written approval is required if the offeree board circular may not be sent to the shareholders within the abovementioned period. The offeree board circular must include the views of the offeree company’s board or its independent committee on the offer and the written advice of its professional adviser as to whether the offer is, or is not, fair and reasonable and the reasons thereof.

        Amended: January 2022
        Amended: October 2019

      • TMA-2.7.8

        [This Paragraph was deleted in January 2022]

        Deleted: January 2022
        Amended: October 2019

    • Prospectus Standard

      • TMA-2.7.9

        Each document issued or statement made in relation to an offer or possible offer or during an offer period must, as is the case with a prospectus, satisfy the highest standards of accuracy and the information given must be adequately and fairly presented. This applies whether the offeror, the offeree company, or any of their advisors or agents issues the document, advertisement, or announcement. Those who issue or make any such document or statement must ensure that it remains accurate and up-to-date throughout the offer period, and must notify shareholders of any material changes as soon as possible.

        Amended: October 2019

    • Directors' Responsibility Statement

      • TMA-2.7.10

        All documents must state on the inside cover page that: All directors of the company issuing the document, whose names appear therein, jointly and severally accept full responsibility for the accuracy of information contained in the document. To the best of the knowledge and belief of the directors, who have taken all reasonable care to ensure that such is the case, the information contained in the document is in accordance with the facts and contains no omissions likely to affect the importance and completeness of the document.

        Amended: October 2019

      • TMA-2.7.11

        If it is proposed that any director be excluded from the Director's Responsibility Statement, the CBB's consent is required. Such consent is given only in exceptional circumstances and in such cases the omission and the reasons for it must be stated in the document to which the Director's Responsibility Statement applies.

        Amended: October 2019

      • TMA-2.7.12

        The directors of the offeree company should comment on the statement in the offer document regarding the offeror's intentions in respect of the offeree company and its employees.

    • Arabic/English Language

      • TMA-2.7.13

        Each document must be written in Arabic and/ or English and shall include or be accompanied by a translation, as the case requires, in Arabic or English.

        Amended: October 2019

    • Documents to be on Display

      • TMA-2.7.14

        Except with the consent of the CBB, the following documents must be available for inspection from the time that the offer document or the offeree board circular is published, until the end of the offer period. The offer document and the offeree board circular must state which documents are available and where, and the place where inspection can be made:

        (a) Memorandum and articles of association of the offeror or the offeree company or equivalent documents;
        (b) Audited consolidated accounts of the offeror or the offeree company for the last two financial years for which these have been published in accordance with the Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI) or other accounting standards acceptable to the CBB;
        (c) All service contracts of offeree company directors;
        (d) Any report, letter, valuation or other document any part of which is exhibited or referred to in any document issued by or on behalf of the offeror or the offeree company;
        (e) Written consents of the professional advisers;
        (f) All material contracts in relation to the offer;
        (g) Where a profit forecast has been made, the reports of the auditors or consultant accountants and of the professional advisers in addition to the letters giving the consent of the auditors or consultant accountants and of the professional advisers to the issue of the relevant document with the report in the form and context in which it is included or, if appropriate, to the continued use of the report in a subsequent document;
        (h) Where an asset valuation has been made, the valuation certificate and associated report containing details of the aggregate valuation, in addition to a letter stating that the valuer has given and not withdrawn his consent to the publication of his name in the relevant document;
        (i) Any document evidencing an irrevocable commitment or a letter of intent which has been procured by the offeror or offeree company (as appropriate) or any of their respective associates;
        (j) Where the CBB has given consent to aggregation of dealings, a full list of all dealings;
        (k) Documents relating to the financing arrangements for the offer or a detailed statement from the professional advisor indicating that they have taken all reasonable steps to convince themselves that sufficient resources are available to implement the offer;
        (l) Documents relating to the payment of an inducement fee or similar arrangement;
        (m) Any agreements or arrangements, or, if not reduced to writing, a memorandum of all the terms of such agreements or arrangements, disclosed in the offer document; and
        (n) Any agreements or arrangements, or, if not reduced to writing, a memorandum of the terms of such agreements or arrangements.
        Amended: October 2019