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: