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  • TMA-3.3 TMA-3.3 Voluntary Offer

    • TMA-3.3.1

      A voluntary offer is a take-over offer for the voting shares of a company made by a person when he has not incurred an obligation to make a mandatory offer for the offeree company under TMA-3.1.1.

      Amended: October 2019

    • TMA-3.3.2

      A voluntary offer must be conditional upon the offeror receiving acceptances in respect of voting rights which, together with voting rights acquired or agreed to be acquired before or during the offer, will result in the offeror and person acting in concert with it holding more than 50% of the voting rights.

      Amended: October 2019

    • TMA-3.3.3

      A voluntary offer must not be made subject to conditions whose fulfilment depends on the subjective interpretation or judgement by the offeror or lies in the offeror's hands.

    • TMA-3.3.4

      Normal conditions, such as level of acceptance, approval of shareholders for the issue of new shares and listing, may be attached without reference to the CBB. The CBB should be consulted where other conditions would be attached.

    • TMA-3.3.5

      Where any condition states that the approval of a regulatory authority is required and where such approval is given subject to certain terms and conditions which substantially change the terms and circumstances of the offer, the offeror may, with the consent of the CBB, be permitted to withdraw its offer.

      Amended: October 2019

    • TMA-3.3.6

      Subject to Paragraph TMA-3.1.6, if during an offer period of a non-mandatory offer, the offeror is obliged under Paragraph TMA-3.1.1 to make a mandatory offer, CBB should be consulted in advance. Under such circumstances, the offeror is required to make an announcement.

      Amended: October 2019

    • TMA-3.3.7

      Voluntary offers made must, in respect of each class of equity securities involved, be in cash or 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 voting rights of the offeree company during the offer period and within 6 months prior to its commencement.

      Amended: October 2019

    • Pre-Condition in Firm Offer Announcements and Offer Conditions

      • 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.

        Amended: October 2019

      • 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).

        Amended: October 2019

      • TMA-3.3.10

        [This Paragraph was deleted in October 2019].

    • Acceptability of Pre-Conditions

      • 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:

        (a) A material official authorisation; or
        (b) A regulatory clearance; and
        (c) The offer is publicly recommended by the board of the offeree company; or
        (d) The CBB is satisfied that it is likely to prove impossible to obtain the authorisation or clearance within the timetable.

        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.

        Amended: October 2019
        Amended: April 2013

      • TMA-3.3.12

        [This Paragraph was deleted in October 2019].

    • Invoking Conditions and Pre-Conditions

      • 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.

        Amended: October 2019

      • 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.

        Amended: October 2019

    • Invoking Offeree Protection Conditions

      • 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.

        Amended: October 2019