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  • TMA-2.17 TMA-2.17 Statements during Course of Offer

    • TMA-2.17.1

      Information, documents, advertisements or statements issued during an offer period must not be misleading and must be of the highest standard and accuracy. This is whether the information is issued directly by the offeror, offeree or by the advisors. All parties and their advisers are responsible for ensuring that any release of information abides with this rule.

    • TMA-2.17.2

      Any parties of an offer or potential offer and their advisors must take care not to issue any statements which, while not factually inaccurate, may mislead shareholders and the market and cause uncertainty. Statements regarding an offeror improving his offer without committing itself to doing so must not be made.

    • TMA-2.17.3

      Documents issued to shareholders or advertisements published in relation to an offer by, or on behalf of, the offeror or the offeree company, must state where appropriate, that the directors of the offeror and/or the offeree company accept full responsibility for the information contained in the documents and advertisements, to the best of their knowledge, that the information contained in the document or advertisement is in accordance with the facts and that it contains no omissions likely to affect the importance and consistencies of the document.

    • No Extension Statements

      • TMA-2.17.4

        If statements in relation to the duration of an offer such as "the offer will not be extended beyond a specified date unless it is unconditional as to acceptances" ("no extension statements") are included in documents sent to offeree company shareholders, or are made by or on behalf of an offeror, its directors, officials or advisers, and not withdrawn immediately if incorrect, only in extremely exceptional circumstances will the offeror be allowed subsequently to extend its offer beyond the stated date except where the right to do so has been specifically reserved.

        Amended: October 2019

    • No Increase Statements

      • TMA-2.17.5

        If statements in relation to the value or type of consideration such as "the offer will not be further increased" or "our offer remains at BHD X per share and it will not be raised" ("no increase statements") are included in documents sent to offeree company shareholders, or are made by or on behalf of an offeror, its directors, officials or advisers, and not withdrawn immediately if incorrect, only in extremely exceptional circumstances will the offeror be allowed subsequently to amend the terms of its offer in any way even if the amendment would not result in an increase of the value of the offer (e.g. the introduction of a lower paper alternative) except where the right to do so has been specifically reserved.

        Amended: October 2019

      • TMA-2.17.6

        An offeror or offeree company must not make statements about the level of support received from shareholders or other persons, unless they have clearly stated their intentions to the offeror or offeree company, or advisors, as appropriate. CBB will require statements made to be verified, which could include the shareholder confirming their support in writing to the offeror or its advisors, which will then be treated as a letter of intent/consent, as the case may be.

        Amended: October 2019

      • TMA-2.17.7

        Shareholders must not be pressured by any means or by any party involved in an offer to accept or reject such offer through information, documents, advertisements or statements.

        Amended: October 2019

    • Advertisements

      • TMA-2.17.8

        Any advertisements published in terms of the Module must obtain the prior approval of the CBB. The publication of advertisements in relation to an offer or potential offer is prohibited unless they fall within the following categories:

        (a) Product advertisements not having an effect on an offer or potential offer, CBB must be consulted if there is any doubt;
        (b) Corporate image advertisements not having an effect on an offer or potential offer;
        (c) Advertisements in relation to non-controversial information about an offer, such as the value of an offer or closing dates;
        (d) Advertisements in relation to preliminary or interim results;
        (e) Advertisements comprising a tender offer; or
        (f) [This Subparagraph was deleted in October 2019]
        (g) Advertisements published with the specific prior consent of CBB.
        Amended: October 2019

      • TMA-2.17.9

        Any forms connected with an offer, including acceptance forms, withdrawal forms, proxy cards must not be published in newspapers or any form of advertisement.

    • Telephone Campaigns

      • TMA-2.17.10

        Campaigns relating to contacting shareholders or persons interested in the offer by telephone must be conducted only by the professional advisor and his staff, who are fully aware of the responsibilities and requirements of this Module. Information passed to such persons must be accurate, already published and not misleading. Persons contacted must not be pressured and must be encouraged to consult their advisors.

        Amended: October 2019

      • TMA-2.17.11

        [This Paragraph was deleted in October 2019]

        Deleted: October 2019