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  • 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