TMA-3.1.17
The waiver will be subject to the following conditions:
(a) Obtaining an independent vote at a shareholders meeting of the offeree company (the Whitewash Resolution) to waive their right to receive a general offer from the offeror and parties acting in concert with the offeror. For this purpose, "independent vote" means a vote by shareholders who are not involved in, or interested in, the transaction in question;
(b) The whitewash resolution is separate from other resolutions;
(c) The offeror , parties acting in concert , and parties not independent from them must abstain from voting on the whitewash resolution;
(d) The offeror , and parties acting in concert , have not acquired and will not acquire any shares or instruments convertible into options, in respect of shares of the offeree company:
(i) During the period between the proposal announcement and the date shareholders approve the whitewash resolution; and
(ii) In the 6 months prior to the announcement of the proposal to issue new securities but subsequent to negotiations, discussions or the reaching of understandings or agreements with the directors of the company in relation to such issue;
(e) An independent professional adviser shall be appointed by the offeree company to provide its independent shareholders with advice on the whitewash resolution;
(f) The offeree company must provide a circular to shareholders giving the particulars, at a minimum, information included in Appendix A under Part B of the CBB Rulebook Volume 6; and
(g) The offeror obtains the CBB's approval in advance.
Amended: October 2019
Amended: April 2013
Amended: April 2013