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  • TMA-4.1 TMA-4.1 Share Repurchases

    • Increase in Shareholding Deemed to be Acquisitions

      • TMA-4.1.1

        If as a result of a share repurchase a shareholder's proportionate interest in the voting rights of the repurchasing company increases, such increase will be treated as an acquisition of voting rights for purposes of this Module.

        Amended: October 2019

      • TMA-4.1.2

        As a result, a shareholder, or group of shareholders acting in concert, could obtain or consolidate control of a repurchasing company and thereby become obliged to make a mandatory offer. If so the CBB should be consulted at the earliest opportunity.

        Amended: October 2019

      • TMA-4.1.3

        In the case of a share repurchase by general offer the CBB will treat an application for a waiver from the requirement to make a mandatory offer as if it were an application for a whitewash waiver. The CBB will normally grant such a waiver if:

        (a) The TMA Module implications of the share repurchase are disclosed in the repurchasing company's offer document;
        (b) The share repurchase is approved in accordance with applicable shareholder approval requirements by those shareholders who could not become obliged to make a mandatory offer as a result of the share repurchase; and
        (c) For the purpose of this Section, dealings in relevant securities include share repurchases of the relevant securities of a repurchasing company.
        Amended: October 2019
        Amended: April 2013

    • Shareholders' Approval

      • TMA-4.1.4

        During the course of an offer, or even before the date of the offer if the board of the offeree company has reason to believe that a bona fide offer might be imminent, no redemption or purchase by the offeree company of its own securities may, except in pursuance of a contract entered into earlier, be effected without the approval of the shareholders at a general meeting. The notice convening the meeting must include information about the offer or anticipated offer. Where an obligation or other special circumstance exists without a formal contract, the CBB must be consulted and its consent to proceed without a shareholders' meeting obtained.

        Amended: October 2019

    • Disclosure

      • TMA-4.1.5

        Dealings in relevant securities include the purchase of, or taking or exercising an option over, any of its own relevant securities by the offeree company. Shares repurchased by the offeree company are not considered outstanding for the purposes of voting, dividend or earnings per share calculations. Shares repurchased shall not be shown in the financial statements of the offeree company as a direct deduction from the outstanding shares or paid up share capital but must be represented as a deduction from other reserves and retained earnings. Therefore, listed companies shall not be entitled to repurchase its own shares unless it has sufficient distributable reserves or retained earnings. The total amount of securities of the relevant class remaining in issue following the redemption or purchase must also be disclosed.

        Amended: October 2019

    • Disclosure in the Offeree Board Circular

      • TMA-4.1.6

        The offeree board circular must state the amount of relevant securities of the offeree company which the offeree company has purchased during the period commencing 6 months prior to the offer period and ending with the latest practicable date prior to the posting of the document, and the details of any such redemptions and purchases, including dates and prices.

        Amended: October 2019

    • Redemption or Purchase of Securities by the Offeror Company

      • TMA-4.1.7

        The offer document must state (in the case of a securities exchange offer only) the amount of relevant securities of the offeror which the offeror has purchased during the period commencing 6 months prior to the offer period and the details of any such purchases, including dates and prices.

        Amended: October 2019

    • Repurchase Limit

      • TMA-4.1.8

        A company listed on a licensed exchange may repurchase its own shares, after obtaining shareholder approval up to a maximum of 10% of its issued and paid-up share capital. The CBB's prior approval must be sought before the company can repurchase its own shares.

        Amended: October 2019

      • TMA-4.1.9

        The shares repurchase can be used by the company for the purpose of:

        (a) Employee Stock Option Plan;
        (b) Capital reorganisation schemes;
        (c) Reselling such shares in order to support its share price and liquidity on a licensed exchange; or
        (d) For any other purpose with CBB approval.
        Amended: October 2019
        Amended: April 2013

      • TMA-4.1.10

        If the shares repurchased are not utilized for the purpose outlined in Paragraph TMA-4.1.9 for a period of 12 months without the consent of the CBB, such shares shall be considered redeemed and must be resold within the specified period.

        Amended: October 2019