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  • TMA-2.13 TMA-2.13 Appropriate Offers for Convertibles

    • Offeree Companies with Convertible Securities

      • TMA-2.13.1

        Where an offer is made for equity share capital and the offeree company has convertible securities outstanding, the offeror must make an appropriate offer or proposal to the holders of the convertible securities to ensure that their interests are safeguarded. Holders of convertible securities must be treated equally.

        Amended: October 2019

    • Professional Independent Advice

      • TMA-2.13.2

        The board of the offeree company must obtain professional independent advice in writing on the offer or proposal to the holders of convertible securities and the substance of such advice must be made known to all holders of its securities, together with the board's views on the offer or proposal.

        Amended: October 2019

    • Dispatch of Appropriate Offers

      • TMA-2.13.3

        Whenever practicable the offer or proposal should be dispatched to the holders of convertible securities at the same time that the offer document is posted to other shareholders, but if this is not practicable the CBB should be consulted and the offer or proposal should be dispatched as soon as possible thereafter.

        Amended: October 2019

    • Conditions of Appropriate Offers

      • TMA-2.13.4

        The offer or proposal required by TMA-2.13.1 must be made conditional on the offer for equity share capital becoming or being declared unconditional and should not normally be subject to any other conditions. It may, however, be put by way of a scheme to be considered at a meeting of the holders of convertible securities in accordance with the Memorandum and Articles of Association and/or offer documents in respect of such securities, as the case may be.

        Amended: October 2019

    • Warrants, Options and Subscription Rights

      • TMA-2.13.5

        The provision of Paragraph TMA-2.13.1 applies also when an offeree company has warrants, options or subscription rights outstanding in respect of any class of equity share capital (including non-transferable options), with the appropriate amendments.

        Amended: October 2019