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  • TMA-2.8 TMA-2.8 The Offeree's Director Responsibilities

    • TMA-2.8.1

      The board of directors of the offeree company must ensure that proper arrangements are in place to enable it to monitor all aspects relating to the offer to ensure that:

      (a) The board is provided promptly with copies of all documents and announcements issued by or on behalf of the offeree company which bear on the offer; the board receives promptly details of all dealings in relevant securities made by the offeree company or its associates and details of any agreements, understandings, guarantees, expenditure (including fees) or other obligations entered into or incurred by or on behalf of the offeree company in the context of the offer which do not relate to routine administrative matters;
      (b) Those directors or committee members (appointed in accordance with Paragraph TMA-2.2.7) who undertake daily responsibilities for the offer are in a position to justify to the board all their actions and proposed courses of action;
      (c) The opinions of advisers, including professional advisers, are available to the board; and
      (d) The possible temporary insiders (including members of the board themselves) are identified and that the offeree company (including its employees) comply with the relevant provisions of Insiders as stipulated in the CBB Law and in the offeree’s policy on insiders.
      Amended: January 2022
      Amended: October 2019
      Amended: April 2013

    • TMA-2.8.2

      The procedures identified in TMA-2.8.1 must be followed, and board meetings must be held, whenever necessary throughout the offer in order to ensure that all directors remain updated with events and with actions taken.

      Amended: October 2019

    • TMA-2.8.3

      [This Paragraph was deleted in October 2019].

      Deleted: October 2019

    • TMA-2.8.4

      [This Paragraph was deleted in October 2019].

      Deleted: October 2019

    • TMA-2.8.5

      Where directors (including their connected persons, related trusts and companies controlled by such directors, connected persons and related trusts) or shareholders or groups of shareholders acting collectively holding effective control, whether represented on the board or not, sell shares to a purchaser, as a result of which the purchaser is required to make an offer under TMA-3.1 (Mandatory Offer), the vendors must ensure that as a condition of the sale the purchaser undertakes his obligations in accordance with TMA-3.1 .

      Amended: October 2019

    • Resignation of Directors of Offeree Company

      • TMA-2.8.6

        Once a bona-fide offer has been communicated to the board of the offeree company or the board of the offeree company has reason to believe that a bona-fide offer is imminent, except with the consent of the CBB, the directors of an offeree company or any of its subsidiaries must not resign until the first closing date of the offer, or the date when the offer becomes or is declared unconditional, whichever is the later. Resignation of directors of the offeree company must be made in accordance with the offeree company's Memorandum and Articles of Association.

        Amended: October 2019

    • Prompt Registration of Transfers

      • TMA-2.8.7

        The board and officials and registrars of an offeree company should use their best endeavours to ensure the prompt registration of transfers during an offer period so that shareholders can freely exercise their voting and other rights.

        Added: October 2019