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  • Appendix TMA-D Appendix TMA-D Offeree Board Circular

    The offeree board circular must include the following regarding the view of the board:

    (a) The names of the directors of the offeree company;
    (b) The recommendation of the directors as to whether they accept or reject the offer, or a statement that the directors are unable to make a recommendation, in addition to their reasons for giving the recommendation or for making no recommendation; and
    (c) A copy of the written advice of the offeree company's financial advisors.
    Amended: April 2013

    • Shareholdings and Dealings

      The document of the offeree company advising its shareholders on an offer (whether recommending acceptance or rejection of the offer) must state:

      (a) The shareholdings of the offeree company in the offeror;
      (b) The shareholdings in the offeree company and in the offeror in which directors of the offeree company are interested;
      (c) The shareholdings in the offeree company and in the offeror (in the case of a securities exchange offer only):
      (i) Owned or controlled by the independent professional adviser to the offeree company; or
      (ii) By funds whose investments are managed by the adviser on a discretionary basis; and
      (d) Whether the directors of the offeree company intend, in respect of their own beneficial shareholdings, to accept or reject the offer.

      If in any of the above categories there are no shareholdings, then this fact should be stated. Where the persons mentioned above have dealt for value in shares during the six months prior to the offer period, the same should be disclosed (whether there is an existing holding or not).

      The above disclosure details must include dates and prices of the transaction.

      Amended: April 2013

    • Share Capital of Offeree Company

      The following information about the offeree should be disclosed:

      (a) The authorised and issued capital, and the rights of the shareholders in respect of capital, dividends and voting;
      (b) The number of shares issued since the end of the last financial year; and
      (c) Details of options, warrants and conversion rights affecting shares in the offeree company.
      Amended: April 2013

    • Financial Information

      The offeree circular must include the following information about the offeree company:-

      (a) The financial information of the last 3 financial years for which the information has been published, turnover, net profit or loss before and after taxation, the charge for tax, extraordinary items, exceptional items, minority interests, the amount absorbed by dividends, and earnings and dividends per share;
      (b) A statement of the assets and liabilities shown in the last published audited accounts;
      (c) A cash flow statement if provided in the last published audited accounts;
      (d) Any other primary statement shown in the last published audited accounts;
      (e) All material changes in the financial or trading position or outlook of the offeree company subsequent to the last published audited accounts or a statement that there are no known material changes;
      (f) Details relating to items referred to (a) above in respect of any interim statement or preliminary announcement made since the last published audited accounts;
      (g) Significant accounting policies together with any points from the notes to the relevant published accounts which are of major relevance to an appreciation of the information contained above (a) to (f);
      (h) Details of any qualification contained in the auditors' report in respect of each of the last 3 financial years or a statement that there is no such qualification; and
      (i) Where, because of a change in accounting policy, figures are not comparable to a material extent, this should be disclosed and the approximate amount of the resultant variation should be stated.
      Amended: April 2013

    • Director's Service Agreements

      The offeree board circular must contain particulars of all service contracts of any director:

      (a) Which, have been entered into or amended within 6 months before the commencement of the offer period;
      (b) Which are continuous contracts with a notice period of 12 months or more; or
      (c) Which are fixed term contracts with more than 12 months to run irrespective of the notice period.

      The particulars must be given of the earlier contracts, if any, which have been replaced or amended as well as the current contracts. If no disclosures are required to be made under this paragraph, this should be stated.