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  • 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