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  • TMA-2.20 TMA-2.20 Restrictions on Dealings before and during the Offer

    • Restrictions on Dealings Before the Offer

      • TMA-2.20.1

        No dealings of any kind in the securities of the offeree company (including convertible securities, warrants, options and derivatives in respect of such securities) may be transacted by any person, not being the offeror, who is engaged in the offer and who has confidential price-sensitive information concerning an actual or contemplated offer or revised offer between the time when there is reason to suppose that an approach or an offer or revised offer is contemplated and the announcement of the approach, the offer, the revised offer, or of the termination of the discussions where an announcement of the offer has been made public.

        Amended: October 2019

      • TMA-2.20.2

        Such restrictions do not apply to persons acting in concert with an offeror in respect of dealings where the securities of such dealings are excluded from the offer or where there are no-profit arrangements in place.

        Amended: October 2019

      • TMA-2.20.3

        No person who is engaged in the offer and who has access to the price-sensitive information may deal in securities of the offeror except where the proposed offer is not price-sensitive in relation to such securities.

        Amended: October 2019

      • TMA-2.20.4

        No person who is engaged in the offer and who has access to the price-sensitive information may make any recommendations to any other person as to dealing in the relevant securities.

        Amended: October 2019

      • TMA-2.20.5

        CBB must be consulted before acquisitions of interests in offeree company securities are made by members or potential members of a consortium. If there are existing interests in such securities, it will be necessary to satisfy the CBB that they were acquired before the consortium was formed.

        Amended: October 2019

      • TMA-2.20.6

        A person is considered to have access to confidential price-sensitive information concerning an offer or contemplated offer if the person:

        (a) Is a director or employee of one of the companies or entities concerned or engaged in the offer or potential offer including, but not limited to, the offeror, the offeree or any person acting in concert with the offeror or offeree;
        (b) An advisor, including professional adviser, to one of the companies or persons concerned or engaged in the offer or potential offer;
        (c) In a position to have received and has actually received information through a confidential relationship;
        (d) Connected persons and companies controlled by the offeror and those described in (a), (b) and (c); or
        (e) Is considered as having or had access to price sensitive information by virtue of the relevant facts and circumstances.
        Amended: January 2022
        Amended: October 2019

    • No-Profit Arrangement

      • TMA-2.20.7

        Arrangements made by a potential offeror with a person acting in concert, where securities in the offeree company are acquired by the person acting in concert and the offeror will bear all the risks and receive all the benefits are not prohibited by TMA-2.20.1. Arrangements which have benefits or potential benefits to the person acting in concert, beyond normal expenses and carrying costs, are normally prohibited. In cases of doubt, CBB should be consulted.

        Amended: October 2019

    • Restrictions on Dealings during an Offer

      • TMA-2.20.8

        The offeror and persons acting in concert with it must not sell any securities in the offeree company during the offer period except with the prior consent of the CBB, after 24 hour's advance notice by public announcement of the intention to sell.

        Amended: October 2019

      • TMA-2.20.9

        The CBB will not provide its consent for the sale of securities by an offeror and persons acting in concert with it where a mandatory offer is being made.

        Amended: October 2019

      • TMA-2.20.10

        After an announcement of an intention to sell the securities of the offeree company has been made, neither the offeror nor persons acting in concert with it can make further purchases and only in exceptional circumstances will the CBB allow the offeror to raise the offer price.

        Amended: October 2019

      • TMA-2.20.11

        Subject to TMA-2.20.8 in respect of the conditions applicable, the sale of any shares in the offeree company must not be below the offer price.

        Amended: October 2019

      • TMA-2.20.12

        An offeror or other persons shall be restricted from dealing or procuring other persons to deal, if the offeror has been supplied by the offeree company with confidential price sensitive information during offer discussions.

        Amended: October 2019

      • TMA-2.20.13

        The consent of the CBB is not required for placing or underwriting arrangements made during an offer in order to achieve the minimum public shareholding to maintain the listing of the offeree company's shares provided that such arrangements are not effective prior to the date when the offer becomes or is declared unconditional. If an offeror wishes to make such arrangements in order to hold less than 75% (or such percentage as may be relevant in the event that the licensed exchange has accepted that a percentage other than 20% of the offeree company's shares needs to be in public hands to maintain the listing of the offeree company's shares) of the offeree company's shares, the consent of the CBB is required.

        Amended: October 2019

      • TMA-2.20.14

        Directors and professional advisers to a company who have interests in securities in that company that is party to an offer, must not deal in such securities contrary to any advice they have given to shareholder, or which it can be reasonably assumed that they were associated, without giving a 24 hours advance public notice of their intentions with an explanation.

        Amended: October 2019

    • Restriction on Dealings by Offeror during Non-Cash Offers

      • TMA-2.20.15

        Where the consideration under an offer includes securities of the offeror or a person acting in concert with it, neither the offeror nor any person acting in concert with it may deal in any such securities during the offer period.

        Amended: October 2019

    • Restrictions on Dealings by a Competing Offeror

      • TMA-2.20.16

        Except with the consent of the CBB, where two competing offers have been made and one of the offers has lapsed, then neither that offeror nor any person acting in concert with that offeror may acquire any interest in shares in the offeree company at a price higher than that made available under its lapsed offer.

        Amended: October 2019

      • TMA-2.20.17

        Paragraph TMA-2.20.16 shall not apply where each of the competing offers has either been declared unconditional in all respects or has itself lapsed.

        Amended: October 2019

      • TMA-2.20.18

        For the purpose of Paragraph TMA-2.20.16, the price of the lapsed offer shall be calculated as at the day the offer lapsed.

        Amended: October 2019

    • Dealings After Termination of Discussions

      • TMA-2.20.19

        If following an announcement that offer discussions are taking place, or that an approach or offer is being contemplated, discussions are then terminated or the offeror then decides not to proceed with an offer, an announcement of the position must take place before any dealings in securities of the offeree company take place by any person privy to confidential information.

        Amended: October 2019

    • Dealings in Offeree Company Securities by Certain Offeree Company Associates

      • TMA-2.20.20

        During the offer period, professional advisers or stockbrokers (or any person controlling, controlled by or under the same control as any such adviser or stockbroker) to an offeree company (or any of its parents, subsidiaries or fellow subsidiaries, or their associated companies or companies of which such companies are associated companies) must not, except with the consent of CBB:

        (a) Purchase offeree company securities or deal in convertible securities, warrants, options or derivatives in respect of such securities for its own account or for its discretionary clients;
        (b) Make any loan to a person to assist in making any such purchases; or
        (c) Enter into any indemnity or option arrangement or any arrangement, agreement or understanding, formal or informal, or in any other nature, which may be an inducement for a person to retain, deal or refrain from dealing in relevant securities of the offeree company.

      • TMA-2.20.21

        Paragraph TMA-2.20.20 does not apply to fund managers and principal traders that are exempt by CBB who are dealing for any of their investment accounts managed on a discretionary basis.

        Amended: October 2019

    • Gathering Irrevocable Commitments

      • TMA-2.20.22

        Any person proposing to contact a private individual or a corporate shareholder with the aim of obtaining an irrevocable commitment should consult CBB in advance.

        Amended: October 2019