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  • 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