TMA-3.1.1

A mandatory offer is required when:

TMA-3.1.2

The person making the mandatory offer is required to extend offers to all holders of each class of equity share capital of the company, whether the class carries voting rights or not, and also to the holders of any class of voting non-equity share capital in which such person, or persons acting in concert with him, hold shares.

TMA-3.1.3

Offers for different classes of equity share capital should be consulted in advance in such cases.

Acquisition and Disposal

Effect of Disposal

Holding between 49% and 50%

Acquisition of voting rights by members of a group acting in concert

TMA 3.1.4

[This Paragraph was deleted in April 2013].

TMA-3.1.5

An agreement between a shareholder and financial institutions and lending institutions, where the shareholder borrows money for the acquisition of shares which gives rise to an obligation under Paragraph TMA-3.1.1 will not normally result in such institution becoming a concert party.

TMA-3.1.6

An offer will not be required under Paragraph TMA-3.1.1 where control of the offeree company is acquired as a result of a voluntary offer made in accordance with Module TMA to all the holders of voting equity share capital and other transferable securities carrying voting rights.

TMA-3.1.7

If a person acquires shares other than through trading on the licensed exchange (exempted transaction) which makes the aggregate number of shares carrying voting rights in which he is interested to 30% or more then the CBB must be consulted.

TMA-3.1.8

If a person borrows or lends shares he will be treated as holding the voting rights of such shares save for any borrowed shares which he has either on-lent or sold. CBB must be consulted in such cases before borrowing shares when taken together with shares he or any person acting in concert is interested in and shares already borrowed or lent by him or any person acting in concert would result in a mandatory offer.

TMA-3.1.9

Except with the consent of CBB:

TMA-3.1.9A

An offer made under TMA-3.1 should normally be unconditional when the offeror and persons acting in concert with it hold more than 50% of the voting rights before the offer.

TMA-3.1.10

The consideration to be paid, or provided, for the acquisition of the voting rights to which the mandatory offer relates shall consist solely of cash, securities, or a combination thereof at not less than the highest price paid by the offeror or any person acting in concert with it for shares of that class of the offeree company during the offer period and within 6 months prior to its commencement.

TMA-3.1.11

The cash offer, securities or a combination thereof for the purpose of Paragraph TMA-3.1.10 must remain open after the offer has become or is declared unconditional for not less than 15 days thereafter.

TMA-3.1.12

When directors sell shares to an offeror which result in the offeror having to make a mandatory offer, the directors must ensure that the offeror fulfils his obligation under this Module.

TMA-3.1.13

Such directors must not resign, except with the consent of CBB, from the board of directors until the first closing date of the takeover offer or the date when the takeover offer becomes or is declared unconditional as to acceptances, whichever is the later.

TMA-3.1.14

Until the offer document has been posted, no offeror, or persons acting in concert, may be appointed to the board of the offeree company or any of its subsidiaries, or exercise or procure the exercise of the votes attaching to any shares in the offeree company.

TMA-3.1.15

Relevant persons in an offer subject to the mandatory offer requirement may apply to the CBB to waive the obligation under the procedure set out for mandatory offers, if the mandatory offer is required as a result of:

TMA-3.1.16

For purposes of Paragraph TMA-3.1.15, any application for an exemption from a mandatory offer obligation must be submitted to the CBB before the obligation is triggered.

TMA-3.1.17

The waiver will be subject to the following conditions:

TMA-3.1.18

The CBB waiver cannot be transferred or assigned to another person.

TMA-3.1.19

In the case of underwriting or placing of offeree company securities, the CBB must be furnished with details of all proposed underwriters or placees.

TMA-3.1.20

An announcement must be made by the offeree company giving the result of the meeting and the number and percentage of offeree company shares that the offeror has become entitled to as a result subsequent to the meeting at which the proposals are considered by shareholders.

TMA-3.1.21

Immediately following the approval of the proposals at the shareholders' meeting, the offeror will be free to acquire shares in the offeree company, subject to provisions under Module TMA.

TMA-3.1.22

[This Paragraph was moved to Paragraph TMA-2.8.7 in October 2019]

TMA-3.2.1

CBB's consent is required for any partial offer. CBB will normally grant consent in the case of an offer which could not result in the offeror and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights of a company.

TMA-3.2.2

Consent will not normally be granted in the case of an offer which could result in the offeror holding not less than 30%, and which must result in a holding of not more than 50% of the voting rights of a company.

TMA-3.2.3

In the case of a partial offer which could result in the offeror and persons acting in concert with it holding 30% or more, but which must result in their holding less than 100%, of the voting rights of a company, such consent will not normally be granted if the offeror or persons acting in concert with it have acquired, selectively or in significant numbers, voting rights in the offeree company during the 6 months preceding the application for consent or if voting rights have been acquired at any time after the partial offer was reasonably in contemplation.

TMA-3.2.4

In all partial offers, the offeror and persons acting in concert with it must not acquire any interest in shares in the offeree company during the offer period.

TMA-3.2.5

The offeror or any person acting in concert with the offeror, or any person who is subsequently acting in concert with any of them in the course of the partial offer, must not acquire any interest in shares during the 12-month period following the end of the offer period, except with the consent of CBB.

TMA-3.2.6

Any partial offer which could result in the offeror holding 30% or more of the voting rights of a company must normally be conditional, not only on the specified number of acceptances being received, but also on approval of the offer, signified by means of a separate box on the form of acceptance, being given by shareholders holding over 50% of the voting rights not held by the offeror and persons acting in concert with it. This requirement may be waived if over 50% of the voting rights of the offeree company are held by one independent shareholder who has indicated his approval.

TMA-3.2.7

In the case of a partial offer which could result in the offeror holding more than 50% of the voting rights of the offeree company, then this must be included in a prominent manner in the offer document.

TMA-3.2.8

Where a partial offer made for a company with more than one class of equity share capital could result in the offeror and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights, a comparable offer must be made for each class.

TMA-3.2.9

A partial offer must be made for a precise number of shares, such number must be stated, and the offer may not be declared unconditional as to acceptances unless acceptances are received for not less than that number.

TMA-3.2.10

Partial offers must be made to all shareholders of the class and arrangements must be made for those shareholders who wish to do so to accept in full for the relevant percentage of their holdings. Shares tendered in excess of this percentage must be accepted by the offeror from each shareholder in the same proportion as the number tendered to the extent necessary to enable him to obtain the total number of shares for which he has offered.

TMA-3.2.11

[This Paragraph was moved to Section TMA-2.26 in October 2019].

TMA-3.2.12

[This Paragraph was moved to Section TMA-2.26 in October 2019].

TMA-3.3.8

An offer must not normally be subject to conditions or pre-conditions which depend solely on subjective judgements by the directors of the offeror or of the offeree company (as the case may be) or the fulfillment of which is in their hands.

TMA-3.3.9

The CBB may be prepared to accept an element of subjectivity in certain circumstances especially in cases involving official authorisations or regulatory clearances, the granting of which may be subject to additional material obligations for the offeror or the offeree company (as the case may be).

TMA-3.3.10

[This Paragraph was deleted in October 2019].

TMA-3.3.11

Except with the consent of the CBB, an offer must not be announced subject to a pre-condition unless the pre-condition involves:

The CBB must be consulted in advance if a person proposes to include a pre-condition to which the posting of the offer will be subject.

TMA-3.3.12

[This Paragraph was deleted in October 2019].

TMA-3.3.13

An offeror must not invoke any condition or pre-condition so as to cause the offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition or pre-condition are of material significance to the offeror in the context of the offer. The acceptance condition is not subject to this provision.

TMA-3.3.14

Following the announcement of a firm intention to make an offer, an offeror must use all reasonable efforts to ensure the satisfaction of any conditions or pre-conditions to which the offer is subject.

TMA-3.3.15

An offeree company must not invoke, or cause or permit the offeror to invoke, any condition to an offer unless the circumstances which give rise to the right to invoke the condition are of material significance to the shareholders in the offeree company in the context of the offer.

TMA-3.4.1

[This Paragraph was deleted in January 2022].

TMA-3.4.2

[This Paragraph was deleted in January 2022].

TMA-3.4.3

[This Paragraph was deleted in January 2022].

TMA-3.4.4

Where an offeror or offeror and persons acting in concert:

the offeror, may within three months beginning immediately after the day on which the offer receives 90% or more acceptances, acquire the remaining shares of the offeree company, by issuing a notice for compulsory acquisition, in the form or manner specified by the CBB (Appendix E of Part B of Volume 6), to all the dissenting shareholders subject to TMA-3.4.9.

TMA-3.4.5

Where the offeror or offeree and persons acting in concert, pursuant to an offer, intends to exercise the compulsory acquisition right, the offeror must state in the offer document its intention to exercise its power of compulsory acquisition in the event that the conditions under TMA-3.4.4 are satisfied.

TMA-3.4.6

For the purpose of Paragraph TMA-3.4.4(b), the acceptances must not include shares already held on the date of the offer by the offeror and persons acting in concert.

TMA-3.4.7

The notice for compulsory acquisition referred to in Paragraph TMA-3.4.4 must be:

TMA-3.4.8

Where the offeror, despite best efforts, fails to deliver the compulsory acquisition notice, either in person or by registered post to dissenting shareholders, and therefore the offeror contemplates alternative methods to serve the notice, including by electronic means, the offeror must consult the CBB prior to initiating any measures to serve the notice by an alternative method.

TMA-3.4.9

Where a notice for compulsory acquisition is issued by an offeror to dissenting shareholders, and dissenting shareholder(s) do not accept the notice for compulsory acquisition, such dissenting shareholder may, within sixty days from the date of the notice for compulsory acquisition, approach a competent court.

TMA-3.4.10

If pursuant to Paragraph TMA-3.4.9, an application to a competent court has been made by a dissenting shareholder(s), and where the case is pending (i.e. no ruling is issued on the subject matter), the offeror must pay, allot or transfer to all the dissenting shareholders, the funds or other consideration for the shares to which the notice for compulsory acquisition relates.

TMA-3.4.11

The offeror must complete the compulsory acquisition settlement process for the dissenting shareholders after the sixty days period (duration during which dissenting shareholders may approach a competent court) but before the end of the three months period, beginning immediately after the day on which the offer receives 90% or more acceptances.

TMA-3.4.12

The offeror must acquire the shares to which the notice for compulsory acquisition relates on the same terms as the offer.

TMA-3.4.13

Where alternative considerations were offered to shareholders, an offeror must provide the dissenting shareholders the right to select their preferred consideration and specify the time period available to make the selection. While offering alternative considerations to the dissenting shareholders, the offeror must state in the offer document which of those considerations will apply to the shares of dissenting shareholders in the event the dissenting shareholders fails to make the selection within the specified time.

TMA-3.4.14

Where an offeror or offeree and persons acting in concert:

dissenting shareholders may, send a request to the offeror, requiring the offeror to acquire his/her shares within three months beginning immediately after the day on which the offer receives 90% or more acceptances. The offeror is bound to acquire those shares on the terms of the take-over offer within three months from the date of receiving the request from the dissenting shareholders.

TMA-3.4.15

For the purposes of calculating 90% or more level of acceptances referred to in Paragraph TMA-3.4.14(b), shares already held by the offeror and persons acting in concert on the date of the offer must not be taken into consideration.

TMA-3.4.16

An offeror, upon achieving 90% or higher acceptance level specified in Paragraph TMA-3.4.14(b), must give all dissenting shareholders who have not accepted the offer, a notice in the manner specified by the CBB (Appendix-F of Part B of Volume 6) regarding the sell-out rights that are exercisable by the dissenting shareholders.

TMA-3.4.17

The sell-out right notice, referred to in Paragraph TMA-3.4.16, must be issued within 15 calendar days from the date the offer is declared unconditional in all respects.

TMA-3.4.18

The sell-out right notice referred to in Paragraph TMA-3.4.16 must be:

TMA-3.4.19

Where the offeror, despite best efforts, fails to deliver the sell-out right notice, either in person or by registered post to dissenting shareholders, and therefore the offeror contemplates alternative methods to serve the notice, including by electronic means, the offeror must consult the CBB prior to initiating any measures to serve the sell out right notice by alternative method.

TMA-3.4.20

A sell-out right notice under Paragraph TMA-3.4.16 must specify the period within which the sell-out right is exercisable and that such rights cannot be exercised after the end of that period.

TMA-3.4.21

The sell-out right conferred on a dissenting shareholder under Paragraph TMA-3.4.14 is exercisable by a written request addressed to the offeror.

TMA-3.4.22

Sell-out right does not apply if the offeror has given the dissenting shareholders a notice for compulsory acquisition pursuant to Paragraph TMA-3.4.4.

TMA-3.4.23

Pursuant to the provisions of compulsory acquisition and sell-out right, where a notice is served to dissenting shareholders by the offeror, either to exercise the right of compulsory acquisition or to inform about the sell-out right of the dissenting shareholders, the offeror should put in place necessary measures to ensure that dissenting shareholders who receive the letter duly acknowledge its receipt.

TMA-3.4.24

Upon completion of the acquisition of the remaining shares pursuant to a compulsory acquisition by the offeror or sell out right exercised by dissenting shareholders, the offeree company must apply to the CBB to delist from the licensed exchange.

TMA-3.4.25

In cases where the offeror and persons acting in concert do not receive acceptances of 90% or more of the offer shares of the offeree company, the CBB may approve an application to delist the offeree company after the offer subject to the following:

TMA-3.5.2

[This Paragraph was deleted in October 2019].

TMA-3.6.1

Except with the consent of the CBB, where an offer has been announced or posted but has not become or been declared wholly unconditional and has been withdrawn or has lapsed, neither the offeror, nor any person who acted in concert with the offeror in the course of the original offer, nor any person who is subsequently acting in concert with any of them, may within 12 months from the date on which such offer is withdrawn or lapses either:

TMA-3.6.2

The restrictions in Paragraph TMA-3.6.1 will also apply following a partial offer:

TMA-3.6.3

The restrictions in Paragraph TMA-3.6.1 will not normally apply following a partial offer which could only result in the offeror and persons acting in concert with it being interested in shares carrying less than 30% of the voting rights of the offeree company.

TMA-3.6.4

Except with the consent of the CBB, if a person, together with any person acting in concert with him, holds shares carrying more than 50% of the voting rights of a company, neither that person nor any person acting in concert with him may, within 6 months of the closure of any previous offer made by him to the shareholders of that company which became or was declared wholly unconditional, make a second offer to any shareholder in that company, or acquire any interest in shares in that company, on more favourable terms than those made available under the previous offer. For this purpose the value of a securities exchange offer shall be calculated as at the date the offer closed. In addition, special deals with favourable conditions attached may not be entered into during this 6-month period.

TMA-3.6.5

Except with the consent of the CBB, where an offer has been one of two or more competing offers and has lapsed, neither that offeror, nor any person acting in concert with that offeror, may acquire any interest in shares in the offeree company on more favourable terms than those made available under its lapsed offer until each of the competing offers has either been declared unconditional in all respects or has itself lapsed. For these purposes, the value of the lapsed offer shall be calculated as at the day the offer lapsed.