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TMA-2.2.5A

For the purposes of Paragraph TMA-2.2.5, a professional adviser would not generally be considered independent if the professional adviser:

(a) holds voting rights in the offeror or the offeree at any time during the preceding 12 months from the beginning of the offer period. While determining the voting rights, shares held under trust arrangement, discretionary managed funds or other form of non-beneficial ownership by the professional adviser in the offeror or offeree company are not to be taken into consideration;
(b) provides or has provided any audit and/or review services during the preceding 12 months from the beginning of the offer period;
(c) has a business relationship with the offeror or the offeree, at any time during the preceding 12 months from the beginning of the offer period that contributes to more than 10 per cent in revenue or profit of the adviser, based on the latest financial statements;
(d) has a representative on the board of the offeror or the offeree;
(e) has a representative from either the offeror or the offeree on its board;
(f) is or will be involved in the financing of the offer;
(g) is a substantial creditor of either the offeror or the offeree, based on the latest financial statements; or
(h) has a financial interest in the outcome of the offer other than as outlined in paragraphs TMA-2.2.5A(a)–(g) above.
Added: January 2022