Creeping Provision
Acquisition and Disposal
TMA-3.1.3A
Any person, or together with persons
acting in concert , holding not less than 30% but not more than 50% of thevoting rights of a company may be permitted to acquire additional shares carrying not more than 1% of suchvoting rights in any period of 6 months without incurring an obligation to make amandatory offer . Within this 1% band, dispositions ofvoting rights may be netted off against acquisitions thereof. If such person, or together with personsacting in concert , intend to acquire such additional shares, the CBB must be consulted in advance.Added: October 2019Effect of Disposal
TMA-3.1.3B
Any person, or together with persons
acting in concert , holding not less than 30% of thevoting rights of a company disposes ofvoting rights in circumstances other than those mentioned in Paragraph TMA-3.1.3A, then the provisions of TMA-3.1 shall apply to the reduced holding. As a result, an obligation to make amandatory offer will arise if:a) the reduced holding is 30% and more and is increased by acquisition of voting shares by more than 1% in any period of 6 months; orb) following a reduction of the holding to less than 30%, it is increased to 30% or more.In this context, disposal of
voting rights may not be netted off against acquisitions thereof.Added: October 2019Holding between 49% and 50%
TMA-3.1.3C
The restriction in Rule TMA-3.1.1 (c) applies to any person, or group of persons
acting in concert , holding 50% or less of thevoting rights. Thus, a person or group of persons holding between 49% and 50% of the voting rights of a company will be restricted from acquiring more than a further 1% of the offeree company'svoting rights for any period of 6 months thereafter.Added: October 2019TMA-3.1.3D
A person or group of persons
acting in concert , holding more than 50% of thevoting rights of a company will normally be free to acquire further shares without incurring any obligation under TMA-3.1 to make amandatory offer subject to Paragraph TMA-3.1.3E.Added: October 2019Acquisition of voting rights by members of a group acting in concert
TMA-3.1.3E
An obligation to make a mandatory offer will normally arise whenever a group of persons
acting in concert collectively hold 30% or more of the voting rights of a company and as a result of an acquisition of the voting rights from another member of the group or from non-members, a single member comes to hold 30% or more of the voting rights of the company or, if holding between 30% and 50%, has acquired more than 1% of the voting rights in any period of 6 months.Added: October 2019