Appendix TMA-B Information Contents of the Public Announcement of Offer

The public announcement made by an offeror or offeree shall contain the following particulars:

(a) The issued and paid up share capital of the offeree company, the number of fully paid up and partly paid up shares;
(b) The total number and percentage of shares proposed to be acquired by the offeror
(c) The minimum offer price for each fully paid-up or partly paid up share;
(d) Mode of payment of consideration;
(e) The identity of the offeror(s) and in case the offeror is a company or companies, the identity of the management and, or the persons having control over such company(ies) and the group, if any, to which the company(ies) belong;
(f) The existing holding, if any, of the offeror in the shares of the offeree, including holdings of persons acting in concert with him;
(g) The existing shareholding, if any, of the merchant banker in the offeree;
(h) Salient features of the agreement, such as:
(i) The date;
(ii) The name of the seller;
(iii) The price at which the shares are being acquired;
(iv) The manner of payment of the consideration; and
(v) The number and percentage of shares in respect of which the offeror has entered into the agreement to acquire the shares; or
(vi) The consideration, monetary or otherwise, for the acquisition of control over the offeree company, as the case maybe;
(i) The highest and the average price paid by the offeror or persons acting in concert with him for acquisition, if any, of shares of the offeree company made by him during the twelve month period prior to the date of public announcement;
(j) Object and purpose of the acquisition of the shares and future plans, if any, of the offeror for the target company, including disclosures whether the offeror proposes to dispose of or otherwise encumber any assets of the offeree in the succeeding two years, except in the ordinary course of business of the offeree;
(k) Where the future plans are set out, the public announcement shall also set out how the offeror propose to implement such future plans. The offeror shall not sell, dispose of or otherwise encumber any substantial asset of the offeree except with the prior approval of the shareholders.
(l) The date by which individual letters of offer would be posted to each of the shareholders;
(m) The date of opening and closure of the offer and the manner in which and the date by which the acceptance or rejection of the offer would be communicated to the shareholders;
(n) The date by which the payment of consideration would be made for the shares in respect of which the offer has been accepted;
(o) Disclosure to the effect that firm arrangement for financial resources required to implement the offer is already in place, including details regarding the sources of the funds whether domestic, i.e. from banks, financial institutions, or otherwise;
(p) Regulatory and statutory approvals, if any, required to be obtained for the purpose of acquiring the shares under the Commercial Company Law 2001 and/or any other applicable laws;
(q) Whether the offer is subject to a minimum level of acceptance from the shareholders; and
(r) Such other information as is essential for the shareholders to make an informed decision in regard to the offer.
Amended: April 2013