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  • TMA-3.1 TMA-3.1 Mandatory Offer

    • Conditions for a Mandatory Offer

      • TMA-3.1.1

        A mandatory offer is required when:

        (a) Any person acquires, whether by series of transactions over a period of time or not, 30% or more of the voting rights of a company;
        (b) Two or more persons are acting in concert and they collectively hold less than 30% of the voting rights of a company, and any one or more of them acquires voting rights which increases to 30% or more of the voting rights of the company; or
        (c) Any person holds not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights acquires additional shares carrying more than 1% of the voting rights in any period of 6 months; or
        (d) Two or more persons are acting in concert, and they collectively hold not less than 30%, but not more than 50% of the voting rights of a company, and any one or more of them acquires additional voting rights carrying more than 1% of the voting rights in any period of 6 months.
        Amended: October 2019

      • 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.

        Amended: October 2019

      • TMA-3.1.3

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

        Amended: October 2019

    • Creeping Provision

      • Acquisition and Disposal

        • TMA-3.1.3A

          Any person, or together with persons acting in concert, holding not less than 30% but not more than 50% of the voting rights of a company may be permitted to acquire additional shares carrying not more than 1% of such voting rights in any period of 6 months without incurring an obligation to make a mandatory offer. Within this 1% band, dispositions of voting rights may be netted off against acquisitions thereof. If such person, or together with persons acting in concert, intend to acquire such additional shares, the CBB must be consulted in advance.

          Added: October 2019

      • Effect of Disposal

        • TMA-3.1.3B

          Any person, or together with persons acting in concert, holding not less than 30% of the voting rights of a company disposes of voting rights in circumstances other than those mentioned in Paragraph TMA-3.1.3A, then the provisions of TMA-3.1 shall apply to the reduced holding. As a result, an obligation to make a mandatory offer will arise if:

          a) the reduced holding is 30% and more and is increased by acquisition of voting shares by more than 1% in any period of 6 months; or
          b) following a reduction of the holding to less than 30%, it is increased to 30% or more.

          In this context, disposal of voting rights may not be netted off against acquisitions thereof.

          Added: October 2019

      • Holding between 49% and 50%

        • TMA-3.1.3C

          The restriction in Rule TMA-3.1.1 (c) applies to any person, or group of persons acting in concert, holding 50% or less of the voting rights. Thus, a person or group of persons holding between 49% and 50% of the voting rights of a company will be restricted from acquiring more than a further 1% of the offeree company's voting rights for any period of 6 months thereafter.

          Added: October 2019

        • TMA-3.1.3D

          A person or group of persons acting in concert, holding more than 50% of the voting rights of a company will normally be free to acquire further shares without incurring any obligation under TMA-3.1 to make a mandatory offer subject to Paragraph TMA-3.1.3E.

          Added: October 2019

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

        • TMA-3.1.3E

          An obligation to make a mandatory offer will normally arise whenever a group of persons acting in concert collectively hold 30% or more of the voting rights of a company and as a result of an acquisition of the voting rights from another member of the group or from non-members, a single member comes to hold 30% or more of the voting rights of the company or, if holding between 30% and 50%, has acquired more than 1% of the voting rights in any period of 6 months.

          Added: October 2019

    • Placing and Other Arrangements

      • TMA 3.1.4

        [This Paragraph was deleted in April 2013].

        Deleted: 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.

        Amended: October 2019

      • 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.

        Amended: October 2019

      • 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.

        Amended: October 2019

      • 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.

        Amended: October 2019

    • Conditions and Consents

      • TMA-3.1.9

        Except with the consent of CBB:

        (a) An offeror shall not include any other condition in a mandatory offer other than the condition that the offer is subject to the offeror having received acceptances which would result in the offeror and all persons acting in concert with the offeror holding in aggregate more than 50% of the voting rights; and
        (b) No acquisition of any voting rights in shares which would give rise to a requirement for a mandatory offer may be made, if it is dependent on the passing of a resolution at any meeting of the shareholders of the offeror or upon any other conditions, consents or arrangements.
        Amended: October 2019
        Amended: April 2013

      • 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.

        Added: October 2019

    • Nature of Consideration

      • 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.

        Amended: October 2019

      • 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.

        Amended: October 2019

      • 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.

        Amended: October 2019

      • 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.

        Amended: October 2019

      • 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.

        Amended: October 2019

    • Whitewash Resolution/Exemption from Mandatory Offer

      • 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:

        (a) Issuing new securities as consideration for an acquisition, cash injection or subsidiary loan; or
        (b) Fulfilment of obligations in respect of underwriting the issue of securities; or
        (c) Any other circumstance with CBB's approval.
        Amended: October 2019

      • 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.

        Amended: October 2019

      • TMA-3.1.17

        The waiver will be subject to the following conditions:

        (a) Obtaining an independent vote at a shareholders meeting of the offeree company (the Whitewash Resolution) to waive their right to receive a general offer from the offeror and parties acting in concert with the offeror. For this purpose, "independent vote" means a vote by shareholders who are not involved in, or interested in, the transaction in question;
        (b) The whitewash resolution is separate from other resolutions;
        (c) The offeror, parties acting in concert, and parties not independent from them must abstain from voting on the whitewash resolution;
        (d) The offeror, and parties acting in concert, have not acquired and will not acquire any shares or instruments convertible into options, in respect of shares of the offeree company:
        (i) During the period between the proposal announcement and the date shareholders approve the whitewash resolution; and
        (ii) In the 6 months prior to the announcement of the proposal to issue new securities but subsequent to negotiations, discussions or the reaching of understandings or agreements with the directors of the company in relation to such issue;
        (e) An independent professional adviser shall be appointed by the offeree company to provide its independent shareholders with advice on the whitewash resolution;
        (f) The offeree company must provide a circular to shareholders giving the particulars, at a minimum, information included in Appendix A under Part B of the CBB Rulebook Volume 6; and
        (g) The offeror obtains the CBB's approval in advance.
        Amended: October 2019
        Amended: April 2013

      • 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.

        Amended: October 2019

      • 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.

        Amended: October 2019

      • 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.

        Amended: October 2019

    • Prompt Registration of Transfers

      • TMA-3.1.22

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

        Amended: October 2019