TMA-3.2 TMA-3.2 Partial Offer
CBB's Consent Required
TMA-3.2.1
CBB's consent is required for any
partial offer . CBB will normally grant consent in the case of anoffer which could not result in theofferor and personsacting in concert with it being interested in shares carrying 30% or more of the voting rights of a company.Amended: October 2019TMA-3.2.2
Consent will not normally be granted in the case of an
offer which could result in theofferor holding not less than 30%, and which must result in a holding of not more than 50% of the voting rights of a company.Amended: October 2019Acquisition Prior to the Offer
TMA-3.2.3
In the case of a
partial offer which could result in theofferor and personsacting 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 theofferor or personsacting in concert with it have acquired, selectively or in significant numbers, voting rights in theofferee company during the 6 months preceding the application for consent or if voting rights have been acquired at any time after thepartial offer was reasonably in contemplation.Amended: October 2019Acquisitions During and After the Offer
TMA-3.2.4
In all
partial offers , theofferor and personsacting in concert with it must not acquire any interest in shares in theofferee company during theoffer period .Amended: October 2019TMA-3.2.5
The
offeror or any personacting in concert with theofferor , or any person who is subsequentlyacting in concert with any of them in the course of thepartial offer , must not acquire any interest in shares during the 12-month period following the end of theoffer period , except with the consent of CBB.Amended: October 2019Offer for between 30% and 50%
TMA-3.2.6
Any
partial offer which could result in theofferor 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 theoffer , 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 theofferor and personsacting in concert with it. This requirement may be waived if over 50% of the voting rights of theofferee company are held by one independent shareholder who has indicated his approval.Amended: October 2019Control Position Warning
TMA-3.2.7
In the case of a
partial offer which could result in theofferor holding more than 50% of the voting rights of theofferee company, then this must be included in a prominent manner in theoffer document .Amended: October 2019TMA-3.2.8
Where a
partial offer made for a company with more than one class of equity share capital could result in theofferor and personsacting in concert with it being interested in shares carrying 30% or more of the voting rights, a comparableoffer must be made for each class.Amended: October 2019Precise Number of Shares to be Stated
TMA-3.2.9
A
partial offer must be made for a precise number of shares, such number must be stated, and theoffer may not be declared unconditional as to acceptances unless acceptances are received for not less than that number.Amended: October 2019Pro Rata Entitlement
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 theofferor 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.Amended: October 2019TMA-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].
