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Location: Central Bank of Bahrain Volume 6—Capital Markets > Part A > Market Standards > TMA — Take-overs, Mergers and Acquisitions
  • TMA — Take-overs, Mergers and Acquisitions

    • TMA-A Introduction

      • TMA-A.1 Purpose

        • Executive Summary

          • TMA-A.1.1

            The Module provides an orderly framework within which takeoversG , mergersG or acquisitions and share repurchasesG are to be conducted and sets forth special requirements relating to timing and mode of offerG , announcements, documentaton and disclosure of adequate information to enable shareholders to make an informed decision as to the merits of an offerG relating to a takeoverG , mergerG or acquisition.

            Amended: October 2019

          • TMA-A.1.2

            The general principlesG contained in the Module represent the overarching principles relevant to takeoversG , mergersG and share repurchasesG . In addition to the general principlesG , each chapter contains a series of rules, some of which are effectively expansions of the general principlesG and examples of their application and others are rules of procedure designed to govern specific types of takeoversG , mergersG or share repurchasesG .

            Amended: October 2019

          • TMA-A.1.3

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-A.1.4

            The CBB may modify or relax the application of a rule if it considers that in the specific circumstances of the case, strict application of a rule would operate in an unnecessarily restrictive or unduly burdensome, or otherwise inappropriate manner.

          • TMA-A.1.5

            The Module also seeks to ensure that the shareholders in the company subject to a takeover are given sufficient information, advice and time to consider and decide on the offer and in some instances an option to relinquish their holdings. The Module seeks to achieve fair treatment by requiring equality of treatment of shareholders of publicly listed companies which are targets in a takeover, merger or acquisition as defined in the Glossary in Part B of the CBB Rulebook Volume 6.

            Amended: October 2019

          • TMA-A.1.6

            Since the primary purpose of Module TMA is to facilitate fair treatment for all shareholders of publicly listed companies affected by TMA, it is not concerned with the financial or commercial advantages or disadvantages of a takeoverG , mergerG or acquisition which are matters for the company and its shareholders to decide on.

            Amended: October 2019

        • Legal Basis

          • TMA-A.1.7

            Article 3 of the Central Bank of Bahrain and Financial Institutions Law (the "CBB Law") states that the objectives of the CBB are to, inter alia, develop the financial sector and enhance confidence therein and protect the interests of depositors and customers of financial institutions, and enhance the Kingdom's credibility as an international financial centre.

          • TMA-A.1.8

            Parts 2 and 4 of the CBB Law empower the CBB to lay down rules for licencees, listed companies and others who undertake capital market and/or securities-related activity in the Kingdom;

          • TMA-A.1.9

            Article 38(a) of the CBB Law empowers the Governor of the CBB to issue Directives to ensure the implementation of the CBB Law, any regulations issued in accordance with that Law and the achievement of the objectives of the CBB.

          • TMA-A.1.10

            These rules are issued by way of a legally-binding Directive.

          • TMA-A.1.11

            Article (3) of Decree No. 64 of 2006 with respect to promulgating the Central Bank of Bahrain and Financial Institutions Law (CBB Law) states that the provisions of the Commercial Companies Law (CCL) issued by Decree No. 21 of 2001 shall apply on all matters that are not stipulated in the CBB Law.

          • TMA-A.1.12

            Following is also list of relevant Articles of the CBB Law that apply to persons covered by Module TMA:

            Circular/ other references Provision Subject
            CBB Law 2006 Article 99100 and Article 105 Restrictions of publishing market information and the use and disclosure of insider information.
            CBB Law 2006 Article 167 Penalty for violating Article 100.
            CBB Law 2006 Article 106 The offence of market manipulation.
            CBB Law 2006 Article 168 Penalty for violating Article 106.
            CBB Law 2006 Article 163 Penalty for concealing documents and information or providing false or misleading information or statements.
            CBB Law 2006 Article 128 Imposing restrictions on licensees and listed companies.
            CBB Law 2006 Article 132 Public censure on breaches committed by licensees and listed companies.
            CBB Law 2006 Article 5256 Nature and limits of control, procedures that must be undertaken and the regulations and conditions for granting approval of control
            CBB Law 2006 Article 162 Penalty for violating Article 5258.

        • Role of the CBB

          • TMA-A.1.13

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-A.1.14

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-A.1.15

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-A.1.16

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

      • TMA-A.2 Module History

        • TMA-A.2.1

          This Module was first issued in December 2008. It is numbered as version 01. All subsequent changes to this Module are annotated with a sequential version number: UG-3 provides further details on Rulebook maintenance and version control.

        • TMA-A.2.1A

          A list of recent changes made to this Module is provided below:

          Module Ref. Change Date Description of Changes
          TMA-3.1.4 04/2013 Guidance Paragraph deleted on mandatory offer limit.
          Module TMA 10/2019 Restructured the whole Module TMA (including moving definitions to the glossary and also the appendices under Part B of the CBB Rulebook Volume 6)

        • Superseded Requirements

          • TMA-A.2.2

            This Module supersedes the following provisions contained in circulars or other regulatory instruments:

            Circular/ other references Provision Subject
                 
                 
                 
                 
                 
                 
                 

      • TMA-A.3 [This Section was deleted in October 2019].

        • TMA-A.3.1

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-A.3.2

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-A.3.3

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-A.3.4

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-A.3.5

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-A.3.6

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-A.3.7

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-A.3.8

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

    • TMA-B Scope of Application

      • TMA-B.1 Scope

        • TMA-B.1.1

          Module TMA applies to persons ("relevant personsG ") involved in, engaging in or intending to engage in an offerG for, takeoverG or mergerG or acquisition of a controlling interest in a company whose primary listing of its ordinary equity securitiesG is on a licensed exchangeG in the Kingdom of Bahrain.

          Amended: October 2019

        • TMA-B.1.2

          The Module applies to take-oversG , mergersG , acquisitions and share repurchasesG affecting:

          (a) Bahrain domiciled publicly listed company whose ordinary voting equity securitiesG are listed on a licensed exchange in Bahrain are the potential targets for takeoversG , mergersG and acquisitions; or
          (b) Overseas company whose primary listing of its ordinary voting equity securitiesG is on a licensed exchangeG in Bahrain.
          Amended: October 2019

        • TMA-B.1.3

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-B.1.4

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-B.1.5

          The TMA Module will not require holders of securities of 30% or more in a listed company at the effective date of this Module to make an offerG under this Module. However, such holders shall comply with the requirments of this Module if they plan to increase their existing holdings by any method as per the requirements of this Module.

          Amended: October 2019

        • TMA-B.1.6

          "While the TMA Module applies to listed companies in which control may change, there are circumstances such as where an unlisted company is a target of a listed company (reverse takeover) in which it is necessary to consider the spirit, General Principles, standards and rules of this Module wherever it is applicable. When there is any doubt as to whether a proposed course of conduct accords with the spirit, General Principles, standards and rules of this Module, parties or their advisers should consult the CBB in advance."

          Amended: October 2019
          Amended: April 2013

        • TMA-B.1.7

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-B.1.8

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • Exemptions

          • TMA-B.1.9

            Module TMA does not apply to offersG of equity securitiesG for the following:

            (a) OffersG for non-voting, non-equity capital unless required by this Module;
            (b) An exempt share repurchaseG ;
            (c) An offer documentG filed with the CBB under Module OFS for the sole purpose of issuing or listing securities that are convertible to equity securitiesG and do not confer, directly or indirectly, a voting rightG to the holder of such securities;
            (d) The relevant personG has or had, at any time, financial instruments that are convertible to equity securitiesG and do not confer, directly or indirectly, a voting rightG ;
            (e) The relevant personG is not subject to Module TMA under CBB Law;
            (f) An exempt fund managerG or an exempt principal traderG recognized as such by the CBB for the purposes of the Module; and
            (g) Acquisition of a controlling interest pursuant to an underwriting agreement subject to the timeline of the disposal of such acquisition being approved by the CBB.
            Amended: October 2019
            Amended: April 2013

          • TMA-B.1.10

            [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

          • TMA-B.1.11

            [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

          • TMA-B.1.12

            [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • Compliance Responsibility

          • TMA-B.1.13

            Each director of an offerorG and of the offereeG company as well as those acting in concertG and their professional advisersG has a responsibility to ensure, so far as he is reasonably able, that the requirements of this Module are complied with in the conduct of transactions which are the subject of the TMA Module.

            Amended: October 2019

          • TMA-B.1.14

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-B.1.15

            The primary responsibility for ensuring compliance with the Module rests with parties involved in a take-overG , mergerG , acquisition, or share repurchaseG and their professional advisersG as follows:

            (a) Persons or groups of persons who seek to gain or consolidate control of companies that are subject to the Module; and
            (b) Their brokers and other professional advisersG ; or parties who otherwise participate in, act in concert or are connected with, transactions to which the Module applies.
            Amended: October 2019

          • TMA-B.1.16

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

        • Penalty for Non Compliance

          • TMA-B.1.17

            Without prejudice to any greater penalty prescribed under the Penal Code or any other law, including the relevant provisions of the CBB Law, any person who breaches any of the provisions of this module shall be liable to a fine and such other restrictions and prohibitions the CBB may choose to impose under the CBB Law.

            Amended: October 2019

      • TMA-B.2 [This Section was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2010].

        • TMA-B.2.1

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.2

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.3

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.4

          Associated company: A company shall be deemed to be an associated company of another company if one of them owns or controls 20% or more of the voting rights of the other or if both are associated companies of the same company.

        • TMA-B.2.5

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.6

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.7

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.8

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.9

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.10

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.11

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.12

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.13

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.14

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.15

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.16

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.17

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.18

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.19

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.20

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.21

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.22

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.23

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.24

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.25

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.26

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.27

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.28

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.29

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.30

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.31

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.32

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.33

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.34

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.35

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.36

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.37

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.38

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

        • TMA-B.2.39

          [This Paragraph was moved to the Glossary under Part B of the CBB Rulebook Volume 6 in October 2019].

    • TMA-1 General Principles

      • TMA-1.1.1

        [This Paragraph was deleted in October 2019].

        Deleted: October 2019

      • TMA-1.1.2

        Equal Treatment to all Shareholders: All relevant personsG including any persons acting in concertG in relation to an offerG must treat all holders of each class of securities of an offereeG company in a fair and equitable manner demonstrating no bias to a single, group or class of shareholders.

        Amended: October 2019

      • TMA-1.1.3

        Duties of Directors with Personal Interests: Directors of an offerorG and the offereeG company must always, in advising their shareholders, act only in their capacity as directors and not have regard to their personal or family shareholdings or to their personal relationships with the companies. They must only consider the shareholders' interests taken as a whole when they are giving advice to shareholders. Directors of the offereeG company must give careful consideration before they enter into any commitment with an offerorG which would restrict their freedom to advise their shareholders. Such commitments may give rise to conflicts of interest or result in a breach of the directors' fiduciary duties.

        Amended: October 2019

      • TMA-1.1.4

        Minority interests must be protected: Oppression of minority or non-controlling shareholders is not acceptable in any case. Therefore, rights of control must be exercised in good faith in the context of protecting minority shareholders.

        Amended: October 2019

      • TMA-1.1.5

        Information to All Shareholders: During the course of an offerG , or when an offerG is in contemplation, neither an offerorG , nor the offereeG company, nor any of their respective advisers may furnish information to some shareholders which is not made available to all shareholders. This principle does not apply to the furnishing of information in confidence by the offereeG company to a bona fide potential offerorG or vice versa.

        Amended: October 2019

      • TMA-1.1.6

        Standards of Care in Documents: All relevant personsG including any persons acting in concertG in relation to an offerG must, as with a prospectus act with due skill, care and diligence in relation to all matters connected with an offerG including but not limited to matters relating to standards of research and analysis, public announcements, documentation, information being given to shareholders and the appointment of advisersG , among others.

        Amended: October 2019

      • TMA-1.1.7

        Announcements: An offerorG must announce an offerG only after careful and responsible consideration. The same applies to making acquisitions which may lead to an obligation to make a mandatory offerG . In either case the offerorG and its advisersG must be satisfied that it can and will continue to be able to implement the offerG in full.

        Amended: October 2019

      • TMA-1.1.8

        Sufficient Information and Time to Shareholders: Shareholders must be given sufficient information, advice and time to reach an informed decision on an offerG . No relevant information must be withheld. All documents must, as in the case with a prospectus, be prepared with the highest possible degree of care, responsibility and accuracy.

        Amended: October 2019

      • TMA-1.1.9

        Full and Prompt Disclosure and Prevention of a False Market: All relevant personsG including any persons acting in concertG in relation to an offerG must ensure that all information provided in offerG , announcements and related documentation is clear, fair and not misleading, and appropriate to the information needs of the readers. All persons concerned with offersG must make full and prompt disclosure of all relevant information and take every precaution to avoid the creation or continuance of a false market. Relevant personsG and their professional adviserG (s) involved in an offerG covered by this Module must take care that statements are not made which may mislead shareholders or the market.

        Amended: October 2019

      • TMA-1.1.10

        No Frustration of Bona Fide Offer: At no time after a bona fide offerG has been communicated to the board of the offereeG company, or after the board of the offereeG company has reason to believe that a bona fide offerG might be imminent, may the board of the offereeG company take any action in relation to the affairs of the company, without the approval of shareholders in a general meeting, which could effectively result in any bona fide offerG being frustrated or in the shareholders being denied an opportunity to decide on its merits.

        Amended: October 2019

      • TMA-1.1.11

        Secrecy before Announcements: At any time before the offerG or during the offerG , the management of all relevant persons including any persons acting in concertG in relation to an offerG and professional adviserG (s) must maintain secrecy and confidentiality of the offerG .

        Amended: October 2019

      • TMA-1.1.12

        Limitation On Directors' Actions: The boards of an offerorG and the offereeG company and their respective advisers and associates have a duty to act in the best interests of the shareholders of the offerorG and offereeG company respectively, and these General Principles and the Rules may impinge on the freedom of action of boards and persons involved in offersG . They must, therefore, accept that there are limitations, in connection with transactions which are the subject of the Modules, on the manner in which the pursuit of those interests can be carried out.

        Each director of an offerorG and of the offereeG company has a responsibility to ensure, so far as he is reasonably able, that this Module is complied with in the conduct of transactions which are the subject of this Module.

        Amended: October 2019

      • TMA-1.1.13

        Acquisition or Consolidation of Control: If control of a company changes or is acquired or is consolidated, a mandatory offerG to all other shareholders is required. Where an acquisition is contemplated as a result of which a person may incur such an obligation, he must, before making the acquisition, ensure that he can and will continue to be able to implement such an offerG .

        Amended: October 2019

      • TMA-1.1.14

        Appointment of Professional AdviserG (s): An offereeG board which receives an offerG or is approached with a view to an offerG being made, should in the interest of its shareholders, seek professional advice by a professional adviserG (s).

        Amended: October 2019
        Amended: April 2013

      • TMA-1.1.15

        Co-operation with the CBB: All parties concerned with transactions subject to this Module are required to co-ordinate and co-operate to the fullest extent with the CBB's Capital Markets Supervision Directorate, and to provide all relevant information.

        Amended: October 2019

      • TMA-1.1.16

        Validity of CBB Approval: Where a transaction requires CBB prior approval, any execution or part thereof must take place within a period of 90 days (including any applicable lock-up period) from the date of the approval, unless otherwise stipulated in writing by the CBB.

        Amended: October 2019

      • TMA-1.1.17

        Transactions to be concluded on a licensed exchangeG : Except with the consent of the CBB, any transaction concluded in terms of this Module shall be executed on the relevant licensed exchangeG .

        Amended: October 2019
        Amended: April 2013

    • TMA-2 Rules

      • TMA-2.1 Communication of the Offer

        • TMA-2.1.1

          An offerG must be put forward in the first instance to the board of directors (the "board") of the offereeG company in writing.

        • Identity of Offeror

          • TMA-2.1.2

            If the offerG or an approach with a view to an offerG being made is not made by the ultimate offerorG or potential offerorG , the identity of that person must be disclosed at the outset to the board of the offereeG company. When that person is a company, the identity of its ultimate controlling shareholder(s) and the identity of its ultimate parent company, or, where there is a listed company in the chain between such company and its ultimate parent company, the identity of such listed company must be disclosed.

            Amended: October 2019

        • Seriousness of Offeror

          • TMA-2.1.3

            The board of the offereeG company when approached is entitled to be satisfied that the offerorG is, or will be, in a position to implement the offerG in full. An offerorG , upon receiving a request from the board of the offereeG company, must provide reasonable information to verify that the offerorG is, or will be, in a position to implement the offerG in full.

        • Confidentiality

          • TMA-2.1.4

            The confidentiality of the offerG before an announcement must be maintained and all persons in possession of confidential information, and particularly price-sensitive information, concerning an offerG or contemplated offerG must treat that information as secret and may only pass it to another person if it is necessary to do so and if the other person understands the need for secrecy.

            Amended: October 2019

      • TMA-2.2 Independent Advice and Shareholder Approval

        • Appointment of Advisors by Offeree

          • TMA-2.2.1

            Independent advice must be obtained as to whether or not the offerG is in the interests of the shareholders.

            A board which receives an offerG , or is approached with a view to an offerG being made, must, in the interests of shareholders, appoint an independent professional adviserG to advise the board as to whether the offerG is, or is not, fair and reasonable and as to acceptance and voting. Such advice, including reasons, must be obtained in writing and made known to shareholders by including it in the offereeG board circular along with the recommendation of the offereeG company's board regarding acceptance of the offerG .

            If any of the directors of an offereeG company is faced with a conflict of interest, the offereeG company's board must be notified of his/their interest and must not vote on the resolution to be adopted in regards of the offerG , and if possible, establish an independent committee of the board to discharge the board's responsibilities in relation to the offerG . The board must announce the appointment of the professional adviserG in the initial announcement of the offerG or possible offerG , or as soon thereafter as the appointment is made.

            Amended: October 2019

          • TMA-2.2.2

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-2.2.3

            When it is not possible to give a recommendation or there is a divergence of views amongst board members and the professional advisorG as to the merits of the offerG or recommendation being made, then it must be drawn to the shareholders attention. A written advice (as mentioned in TMA-2.2.1) must be made available and known to shareholders, including the arguments for acceptance or rejection, emphasising the important factors.

            Amended: October 2019

          • TMA-2.2.4

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

        • In-Eligible Professional Adviser(s)

          • TMA-2.2.5

            A person shall not be appointed as an independent professional adviserG if the person is a related companyG to the offerorG or offereeG or who has, or had, a significant connection, financial or otherwise, with either the offerorG or the offereeG company, or the controlling shareholder(s) of either of them, of a kind likely to create, or to create the perception of, a conflict of interest, or reasonably likely to affect the objectivity of his advice.

            Amended: October 2019

        • Advice to Independent Shareholders

          • TMA-2.2.6

            If there are shareholders who are not independent because they have an interest in the proposed offerG other than their interest as a shareholder of the offerorG or the offereeG company, as the case may be, such conflict of interest must be declared and made clear to the other shareholders. The professional adviserG must endeavour to represent the best interests of the offerorG or the offereeG company, respectively, by concerning itself only with the interests of the independent shareholders.

            Amended: October 2019

        • Independent Committee

          • TMA-2.2.7

            Members of an independent committee of a company's board of directors (established to discharge the board's responsibilities in relation to the offerG ) must consist of directors of the company who have no direct or indirect interest in any offerG or possible offerG for consideration by the independent committee other than, in the case of a director of the offereeG company, as a shareholder of the offereeG company. For this purpose, it is presumed that employees of an offereeG company that is an associated company of the offerorG have an indirect interest in an offerG and are therefore not independent. The same presumption is applicable to employees, directors, agents, partners, connected persons and affiliates of any person that exercises control or direction over the business and operations of any offerorG or the offereeG company respectively if such person has a direct or indirect interest in the offerG . If it is not possible to form an independent committee, responsibility for representing the interests of any independent shareholders must reside primarily with the professional adviserG . In case of doubt the CBB must be consulted.

            Amended: October 2019

        • Shareholder Votes to be Conducted by Way of a Poll

          • TMA-2.2.8

            Whenever this Module requires a matter to be approved by shareholders or any class or group thereof in general meeting the vote must be conducted by way of a poll. The results of the poll must be announced.

            Amended: October 2019

        • Approval of Delistings by Independent Shareholders

          • TMA-2.2.9

            If after a proposed offerG the shares of the offereeG company are to be delisted from the licensed exchangeG , neither the offerorG nor any persons acting in concertG with the offerorG may vote at the meeting, if required, of the offereeG company's shareholders. The resolution to approve the transfer of the company and the delisting must be subject to:

            (a) Approval by at least 75% of the votes attaching to the disinterested sharesG that are cast either in person or by proxy at a duly convened meeting of the holders of the disinterested shares;
            (b) The number of votes cast against the resolution being not more than 10% of the votes attaching to all disinterested sharesG ; and
            (c) The offerorG being entitled to exercise, and exercising, its rights of compulsory acquisition.
            Amended: October 2019

        • Board of Offeror Company

          • TMA-2.2.10

            Where an offerorG is a listed company, and the offerG being made is a reverse takeoverG or when the directors of the offerorG are faced with a conflict of interest, the board of the offerorG must obtain professional independent advice as to whether the making of the offerG is in the interests of the offeror'sG shareholders. The advice must be obtained before announcing an offerG or revised offerG . The offerG or revised offerG must also be made subject to the approval of the shareholders of the offerorG in a general meeting. The advice must be in writing and sent to the shareholders with the notice of the meeting. If an offerorG considers that these requirements should not apply, where for example the offerG is not material to the offerorG , it may apply to the CBB for a waiver of these requirements.

            Amended: October 2019

        • Offers for Companies that Control the Offeror

          • TMA-2.2.11

            Where an offerorG is a listed companyG , and it or a subsidiary thereof proposes to make an offerG for another company that, together with any persons acting in concertG with the offereeG company, controls, directly or indirectly, the offerorG , the offeror'sG board must establish an independent committee to assess the proposed offerG and the CBB should be consulted.

            Amended: October 2019

        • Conflicting Views

          • TMA-2.2.12

            If the board of the offereeG company is split in its views on an offerG , the minority must provide their views and these must be recorded in the minutes of the meeting. CBB will require the offereeG to circulate these views.

            Amended: October 2019

          • TMA-2.2.13

            If a director has a conflict of interest, he must not be joined with the rest of the board in the expression of their views on the offerG . The conflict must be explained to the shareholders.

            Amended: October 2019

      • TMA-2.3 Announcement of Offer or Possible Offer

        • Announcement to be Made by Offeror

          • TMA-2.3.1

            Except in the case of a mandatory offerG where any of the circumstances occurring in TMA-2.3.10, a brief announcement that a potential offerorG is considering making an offerG must be made after obtaining permission from the CBB.

          • TMA-2.3.2

            Before the board of the offereeG company is approached, the responsibility for making an announcement lies with the offerorG or potential offerorG . The offerorG or potential offerorG should, therefore, keep a close watch on the offereeG company's share price and volume for signs of unusual movement.

            Amended: October 2019

        • Announcements to be Made by Potential Vendor

          • TMA-2.3.3

            The potential vendor must make an announcement when there are negotiations or discussions between a potential offerorG and the holder, or group of holders, of shares carrying 30% or more of the voting rights of the company and the company is subject to rumour or speculation about a possible offerG or there is unusual movement in its share price or in the volume of share turnover, and there are reasonable grounds for concluding that it is the potential vendor's actions which have led to the situation.

            Amended: October 2019

        • Suspension of Trading

          • TMA-2.3.4

            When an announcement is required under this Section, the listed company(ies) being the offerorG or the offereeG company, as the case may be, must notify the CBB and the licensed exchangeG immediately that an announcement is imminent and if there is any possibility that an uninformed market for shares of the offerorG or the offereeG company could develop prior to publication of the announcement, serious consideration must be given to requesting a suspension of trading in such shares pending publication of the announcement. A potential offeror must not attempt to prevent the board of the offereeG company from making an announcement or requesting the licensed exchangeG to grant a temporary suspension of trading at any time the board thinks appropriate. The CBB or the licensed exchangeG may, at their discretion and irrespective of whether or not there is a request, suspend trading temporarily on the shares of a listed company being an offereeG or offerorG .

            Amended: October 2019

        • Announcements of Certain Purchases

          • TMA-2.3.5

            Acquisitions of voting rightsG of the offeree company by an offerorG or by any person acting in concertG with the offerorG may give rise to an obligation to make a cash offer, to increase an offerG or to make a mandatory offerG . Immediately after any acquisition giving rise to any such obligation, an announcement must be made, stating the number of shares acquired and the price paid, together with the information required (to the extent that it has not previously been announced).

            Amended: October 2019

          • TMA-2.3.6

            CBB should be consulted if an offerorG is wishing to approach a wider group, for example in order to arrange financing for the offerG , whether through equity or debt, or to organize a consortium to make the offerG .

          • TMA-2.3.7

            Where the offerorG or offereeG does not make an announcement when obliged to do so in terms of this Module, the CBB shall have the right to, without prejudice to any further action imposed by the CBB, instruct the offerorG and the offereeG to make an announcement in accordance with this Module and the offerorG or offereeG must comply with the time stipulated in the instruction.

            Amended: October 2019

        • Publication of an Announcement about an Offer or Possible Offer

          • TMA-2.3.8

            When an offerG or possible offerG is announced, the announcement must be in accordance with Appendix B in Part B of the CBB Rulebook Volume 6 and be sent to the licensed exchangeG and published in two local daily newspapers in Bahrain, one in Arabic, or Arabic and the other in English.

            Amended: October 2019

          • TMA-2.3.9

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-2.3.10

            An offerorG or potential offerorG must make an announcement under the following conditions:

            (a) Before an approach has been made to the offereeG company, the offereeG company is in the subject of rumour or speculation about a possible offerG .
            (b) There is unusual movement in the company's share price or in the volume of share turnover, and there are reasonable grounds for concluding that it is the actions of the potential offerorG or persons acting in concertG with it through inadequate security, which have led to the situation;
            (c) When negotiations or discussions are about to be extended to include more than a very restricted number of persons; outside those who need to know in the companies concerned and their immediate advisors; or
            (d) Immediately upon acquisition of voting rights which gives rise to an obligation to make a mandatory offerG . The announcement that an obligation has arisen must not be delayed due to information being obtained, additional information can be the subject of a later supplementary announcement.
            Amended: October 2019

        • Announcement to be Made by Offeree

          • TMA-2.3.11

            Following an approach to the board of the offereeG company which may or may not lead to an offerG , the primary responsibility for making an announcement will normally rest with the board of the offereeG company. The offereeG company must, therefore, keep a close watch on its share price and volume.

            The board of the offereeG company must make an announcement to the licensed exchangeG and market and inform its shareholders immediately upon the occurrence of the following conditions:

            (a) A firm intention to make an offerG has been notified to the board of the offereeG company from an authorised source, irrespective of the attitude of the board of the offereeG company;
            (b) When following an approach to the offereeG company, whether there is a firm intention to make an offerG or not, the offereeG company is the subject of rumour or speculation about a possible offerG or there is unusual movement in its share price or in the volume of share turnover;
            (c) When negotiations or discussions about a potential offerG are about to be extended to include more than a very restricted number of persons;
            (d) When the board of a company is aware that there are negotiations or discussions between a potential offerorG and the holder, or group of holders of shares carrying 30% or more of the voting rights of a company; or
            (e) When the board of a company is seeking potential offerorG s, and
            (i) The company is the subject of rumour or speculation about a possible offerG , or there is unusual movement in its share price or a significant increase in the volume of share turnover; or
            (ii) More than a very restricted number of potential purchasers or offerorG are about to be approached.
            Amended: October 2019
            Amended: April 2013

          • TMA-2.3.12

            When a proposed offerG is conditional on acceptances or undertakings to accept by one or more shareholders, the proposed announcement must include a statement by those shareholders who have accepted or undertaken to accept the offerG , whether such acceptances or undertakings are revocable, and if so, the conditions under which such acceptances or undertakings may be revoked.

            Amended: October 2019

        • Firm Intention to Make an Offer by Offeror

          • TMA-2.3.13

            An offerorG must announce a firm intention to make an offerG where such offerorG has every reason to believe that it can and will continue to be able to implement the offerG .

            Amended: October 2019

          • TMA-2.3.14

            The announcement of a firm intention to make an offerG must state the following:

            (a) Terms of the offerG ;
            (b) Identity of the offerorG and, where the offerorG is a company, the identity of its ultimate controlling shareholder and the identity of its ultimate parent company, or where there is a listed company in the chain between such company and its ultimate parent company, the identity of such listed company;
            (c) Details of any existing holding of shares and rights over shares in the offereeG company:
            (i) Which the offerorG owns or over which it has control or direction;
            (ii) Which is owned or controlled or directed by any person acting in concert with the offerorG ;
            (iii) In respect of which the offerorG or any person acting in concertG with it has received an irrevocable commitment to accept the offerG ; and
            (iv) In respect of which the offerorG or any person acting in concertG with it holds convertible securities, warrants or options;
            (d) Details of any outstanding derivative in respect of securities in the offereeG company entered into by the offerorG or any person acting in concertG with it;
            (e) All conditions (including normal conditions relating to acceptance, listing and change in capital) to which the offerG is subject;
            (f) Details of any arrangement (whether by way of option, indemnity or otherwise) in relation to shares of the offerorG or the offereeG company and which might be material to the offerG . Details of any relevant securities of the offereeG company in which the offerorG or any person acting in concertG with it has an interest or has a right to subscribe. In each case, the nature of the interests or rights concerned needs to be specified;
            (g) Details of any relevant securities of the offereeG company which the offerorG or any person acting in concert with it has borrowed or lent, save for any borrowed shares which have been either on-lent or sold;
            (h) All conditions (including normal conditions relating to acceptances, admission to listing, admission to trading and increase of capital) to which the offerG or the posting of it is subject;
            (i) Details of any agreements or arrangements to which the offerorG is party which relate to the circumstances in which it may or may not invoke or seek to invoke a pre-condition or the consequences of its doing so, including details of any break fees payable as a result; and
            (j) Details of any arrangement for the payment of an inducement fee or similar arrangement.
            Amended: October 2019
            Amended: April 2013

          • TMA-2.3.15

            Where the offerG is for cash, or includes an element of cash, the announcement of firm intention must include a statement that the professional adviserG , or another appropriate third party, have taken all reasonable steps to convince themselves that sufficient resources are available to the offerorG to satisfy the full implementation and acceptance of the offerG .

            Amended: October 2019

          • TMA-2.3.16

            Except with the consent of the CBB, if an incorrect or misleading statement is made in an announcement by the potential offerorG , or on behalf of the potential offerorG , or its directors, or officials or advisors, and not immediately withdrawn, then the potential offerorG will be bound by the statement if an offerG for the offereeG company is subsequently made.

          • TMA-2.3.17

            Except with the consent of the CBB, where the incorrect or misleading statement concerned relates to the price of a possible offerG (or a particular exchange ratio in the case of a proposed securities exchange offerG ), the potential offerorG will not be allowed subsequently to make an offerG for the offereeG company at a lower price (taking the price of any securities concerned at the date of announcement of the firm intention to make the offerG ), unless there has occurred an event which the potential offerorG specified in the statement as an event which would enable it to be set aside.

        • Preconditions

          • TMA-2.3.18

            Any pre-conditions included in an announcement to making a possible offerG must be agreed in advance by the CBB and clearly state whether or not the pre-conditions must be satisfied before an offerG can be made or whether they are waived.

        • Announcement of the Progress of the Offer

          • TMA-2.3.19

            Until a firm intention to make an offerG has been notified a brief announcement by a potential offerorG or the offereeG company that talks are taking place or that a potential offerorG is considering making an offerG will normally satisfy the obligations under this Section.

            If following the announcement of a possible offerG no further announcement has been made in respect of that offerG or possible offerG within one month, an announcement must be made setting out the progress of the talks or the consideration of a possible offerG . This obligation continues, and announcements will be required monthly, until announcement of firm intention to make an offerG or of a decision not to proceed with an offerG . When talks are terminated or a potential offerorG decides not to proceed with an offerG , clear and unambiguous announcement must be made to that effect.

            Amended: October 2019

        • Statements of Intention Not to Make an Offer

          • TMA-2.3.20

            A person making a statement that he does not intend to make an offerG for a company must make a statement to the market that is very clear and unambiguous.

            Amended: October 2019

          • TMA-2.3.21

            Except with the consent of CBB, unless there has been a material change of circumstances or an event has occurred which the person specified in his statement as an event which would enable it to be set aside, neither the person making the statement, nor any person acting in concertG with him, nor any person who is subsequently acting in concertG with either of them, may within six months from the date of the statement:

            (a) Announce an offerG or possible offerG for the offereeG company, including a partial offerG ;
            (b) Acquire any interest in shares of the offereeG company if any such person is obliged under TMA-3.1 to make a mandatory offerG ;
            (c) Acquire any interest, or procure an irrevocable commitment in respect of, shares of the offereeG company if the shares in which such person, together with any persons acting in concertG with him, would be interested and the shares in respect of which he, or they, had acquired irrevocable commitments would in aggregate carry 30% or more of the voting rights of the offereeG company;
            (d) Make any statement which raises or confirms the possibility that an offerG might be made for the offereeG company; or
            (e) Proceed with actions to make a possible offerG , for the offereeG company, where knowledge of the possible offerG might be extended outside the potential offerorG and immediate advisors.
            Amended: October 2019

          • TMA-2.3.22

            Failure to comply with this rule may lead to the period of six months set out to be extended.

          • TMA-2.3.23

            Any person considering issuing a statement of an intention not to make an offerG should consult CBB; particularly when specific reservations are to be included or to be set aside.

          • TMA-2.3.24

            Restrictions imposed by TMA-2.3.21 on statements made will apply to any persons acting in concertG with the person making the statement. Unless clear in the statement or at the time of the statement, the restrictions will not apply to the persons acting in concertG and that they are continuing to consider making an offerG .

            Amended: October 2019

          • TMA-2.3.25

            When a person is announcing in a statement an intention of not making an offerG , CBB will take into account the manner of any public reporting following the statement. Advisors should advise the directors and officials of companies of the implications of TMA-2.3.21.

      • TMA-2.4 No Frustrating Action

        • TMA-2.4.1

          Once a bona-fide offerG has been communicated to the board of an offereeG company or the board of an offereeG company has reason to believe that a bona-fide offerG may be imminent, no action which could effectively result in an offerG being frustrated, or in the shareholders of the offereeG company being denied an opportunity to decide on the merits of an offerG , shall be taken by the board of the offereeG company in relation to the affairs of the company without the approval of the shareholders of the offereeG company in general meeting. In particular the offereeG company's board must not, without such approval, do or agree to do the following:

          (a) Issue any shares;
          (b) Create, issue or grant, or permit the creation, issue or grant of, any convertible securities, options or warrants in respect of shares of the offereeG company;
          (c) Other than during the normal course of business, sell, dispose of or acquire assets of a material amount;
          (d) Enter into contracts, including service contracts, otherwise than in the ordinary course of business; or
          (e) Cause the offereeG company or any subsidiary or associated company to purchase or redeem any shares in the offereeG company or provide financial assistance for any such purchase.

        • TMA-2.4.2

          For purposes of Paragraph TMA-2.4.1, where the offereeG company is under a prior contractual obligation to take any such action, or where there are other special circumstances, the CBB must be consulted at the earliest opportunity.

          Amended: October 2019

      • TMA-2.5 No Withdrawal of an Offer

        • TMA-2.5.1

          Except with the consent of the CBB, following an announcement of a firm intention to make an offerG , the offerorG cannot withdraw the offerG and must continue to implement it unless the offerG is subject to the fulfilment of a specified condition and the condition has not been met.

        • TMA-2.5.2

          A change in general economic, industrial or political circumstances will not justify failure to proceed with an announced offerG , unless circumstances of an exceptional and specific nature arise.

        • TMA-2.5.3

          If a competitor has posted a higher offerG to the one already made by the first offerorG , the CBB may consent to the withdrawal of the announced offerG . This should not carry any additional conditions other than those necessary for the implementation of such announced offerG .

        • TMA-2.5.4

          If an offerorG is permitted to withdraw from an offerG , or an offerG is waived because of non-fulfilment of a condition, the offerorG will be required to make an announcement giving reasons for the withdrawal.

        • TMA-2.5.5

          The CBB may seek to hear views of the offereeG company and its advisors, prior to consenting to a withdrawal of an announced offerG .

      • TMA 2.6 Information to Offeror(s)

        • TMA-2.6.1

          Upon signing a confidentiality agreement to give access to any due diligence material, any information, including particulars of shareholders, given to one offerorG or potential offerorG must be furnished equally and promptly to any other bona fide offerorG or potential offerorG .

          Amended: October 2019

        • TMA-2.6.2

          If the offerG or potential offerG is a management buy-out or similar transaction, the information which this Paragraph requires to be given to a competing or potential offerorG is:

          (a) The information generated by the offereeG company (including the management of the offereeG company acting in their capacity as such) which is passed to external providers or potential providers of finance (whether equity or debt) to the offerorG or potential offerorG ; and
          (b) Any other information that is material in the context of making an offerG insofar as the board of the offereeG company is aware that the management is in possession of such information.

          This, however, does not include providing information on the offereeG company's trade and business secrets. The CBB expects the directors of the offereeG company who are involved in making the offerG to cooperate with the independent directors of the offereeG company and its advisers in the assembly of information.

          Amended: October 2019
          Amended: April 2013

        • TMA-2.6.3

          The information related to an offerG should be provided by the offereeG company to the ultimate offerorG or potential offerorG , the identity of which must be disclosed to the directors of the offereeG company.

          Amended: October 2019

        • Mutual Due Diligence Review

          • TMA-2.6.4

            Where the consideration under an offerG includes exchange of securities, the offerorG and the offereeG company may, subject to such terms and conditions as may be agreed between the offerorG and offereeG company under a confidentiality agreement, undertake mutual due diligence (mutual due diligence review) of each other's business.

            Added: October 2019

          • TMA-2.6.5

            Where the CBB is of the opinion that mutual due diligence review as referred to in Paragraph TMA-2.6.4 is in the best interest of the shareholders, it may, at its sole discretion, by notice in writing, order the offerorG and the offereeG company to enter into a mutual due diligence review agreement.

            Added: October 2019

      • TMA 2.7 Timing and Content of Documents

        • Equality of Information to Shareholders

          • TMA-2.7.1

            All offereeG company shareholders must be given sufficient information and advice about an offerG . Information must be made equally available to all shareholders, at the earliest and in the same manner to enable them to reach an informed decision about the offerG .

            Amended: October 2019

          • TMA-2.7.2

            Shareholders must, in accordance with Appendix C in Part B of the CBB Rulebook Volume 6, be given all the facts necessary to make an informed judgment on the merits or demerits of an offerG . Such facts require accurate and fair presentation and must be given to the shareholders early enough to enable them to make a decision in good time. The obligation of the offerorG in these respects towards the shareholders of the offereeG company is no less than the offeror'sG obligation towards its own shareholders. In particular, whether or not the offerG consideration is cash, information must be given about the offerorG .

            Amended: October 2019

          • TMA-2.7.3

            The offer documentG must include a heading stating: "If you are in doubt about any aspect of this offerG , you should consult a licensed securities dealer or licensed institution in securities, a bank manager, solicitor or attorney, professional accountant, or other professional advisor."

          • TMA-2.7.4

            No new material must be released in meetings, interviews or discussions with the media. If any new information is made public as a result of meetings, interviews or discussions with the media, then a circular must be sent to shareholders and where appropriate newspaper space.

            Amended: October 2019

        • Subsequent Documents

          • TMA-2.7.5

            Documents subsequently sent to shareholders of the offereeG company must contain details of any material changes in information previously submitted or published by or on behalf of either party during the offer periodG . If there have been no such changes this must be stated. In particular, the following matters must be updated:

            (a) Changes or additions to material contracts;
            (b) Shareholdings and dealings;
            (c) Changes to directors' service contracts;
            (d) Special arrangements;
            (e) Ultimate owner of securities acquired under the offerG ; and
            (f) Arrangements in relation to dealings.
            Amended: October 2019
            Amended: April 2013

        • Offer Document Time Limit

          • TMA-2.7.6

            The offer documentG must be sent to the offereeG company by or on behalf of the offerorG within 21 calendar days of the date of the announcement of the terms of the offerG . The CBB's consent is required if the offer documentG may not be posted within this period.

            Amended: October 2019

        • Timing and Contents of Offeree Board Circular

          • TMA-2.7.7

            The offereeG company must send to all its shareholders within a maximum period 21 calendar days from the receiving date of the offer documentG , the circular containing the information in Appendix D in Part B of the CBB Rulebook Volume 6 and the information set out in Appendix C in Part B of the CBB Rulebook Volume 6, together with any other information it considers to be relevant to enable its shareholders to reach an informed decision on the offerG . The CBB's consent is required if the offereeG board circular (Appendix D in Part B of the CBB Rulebook Volume 6) may not be posted within this period. The offereeG board circular, to be attached to the offer documentG in accordance with Appendix D in Part B of the CBB Rulebook Volume 6, must include the views of the offereeG company's board or its independent committee on the offer and the written advice of its professional adviserG as to whether the offerG is, or is not, fair and reasonable and the reasons thereof.

            Amended: October 2019

          • TMA-2.7.8

            If the circular (Appendix D in Part B of the CBB Rulebook Volume 6) is not issued by the professional advisor, then it should include a statement that the professional advisor has given and not withdrawn his consent to the issue of the circular, including his recommendation.

            Amended: October 2019

        • Prospectus Standard

          • TMA-2.7.9

            Each document issued or statement made in relation to an offerG or possible offerG or during an offer periodG must, as is the case with a prospectus, satisfy the highest standards of accuracy and the information given must be adequately and fairly presented. This applies whether the offerorG , the offereeG company, or any of their advisors or agents issues the document, advertisement, or announcement. Those who issue or make any such document or statement must ensure that it remains accurate and up-to-date throughout the offer periodG , and must notify shareholders of any material changes as soon as possible.

            Amended: October 2019

        • Directors' Responsibility Statement

          • TMA-2.7.10

            All documents must state on the inside cover page that: All directors of the company issuing the document, whose names appear therein, jointly and severally accept full responsibility for the accuracy of information contained in the document. To the best of the knowledge and belief of the directors, who have taken all reasonable care to ensure that such is the case, the information contained in the document is in accordance with the facts and contains no omissions likely to affect the importance and completeness of the document.

            Amended: October 2019

          • TMA-2.7.11

            If it is proposed that any director be excluded from the Director's Responsibility Statement, the CBB's consent is required. Such consent is given only in exceptional circumstances and in such cases the omission and the reasons for it must be stated in the document to which the Director's Responsibility Statement applies.

            Amended: October 2019

          • TMA-2.7.12

            The directors of the offereeG company should comment on the statement in the offer documentG regarding the offeror'sG intentions in respect of the offereeG company and its employees.

        • Arabic/English Language

          • TMA-2.7.13

            Each document must be written in Arabic and/ or English and shall include or be accompanied by a translation, as the case requires, in Arabic or English.

            Amended: October 2019

        • Documents to be on Display

          • TMA-2.7.14

            Except with the consent of the CBB, the following documents must be available for inspection from the time that the offer documentG or the offereeG board circular is published, until the end of the offer periodG . The offer documentG and the offereeG board circular must state which documents are available and where, and the place where inspection can be made:

            (a) Memorandum and articles of association of the offerorG or the offereeG company or equivalent documents;
            (b) Audited consolidated accounts of the offerorG or the offereeG company for the last two financial years for which these have been published in accordance with the Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI) or other accounting standards acceptable to the CBB;
            (c) All service contracts of offereeG company directors;
            (d) Any report, letter, valuation or other document any part of which is exhibited or referred to in any document issued by or on behalf of the offerorG or the offereeG company;
            (e) Written consents of the professional advisersG ;
            (f) All material contracts in relation to the offerG ;
            (g) Where a profit forecast has been made, the reports of the auditors or consultant accountants and of the professional advisersG in addition to the letters giving the consent of the auditors or consultant accountants and of the professional advisersG to the issue of the relevant document with the report in the form and context in which it is included or, if appropriate, to the continued use of the report in a subsequent document;
            (h) Where an asset valuation has been made, the valuation certificate and associated report containing details of the aggregate valuation, in addition to a letter stating that the valuer has given and not withdrawn his consent to the publication of his name in the relevant document;
            (i) Any document evidencing an irrevocable commitment or a letter of intent which has been procured by the offerorG or offereeG company (as appropriate) or any of their respective associatesG ;
            (j) Where the CBB has given consent to aggregation of dealings, a full list of all dealings;
            (k) Documents relating to the financing arrangements for the offerG or a detailed statement from the professional advisor indicating that they have taken all reasonable steps to convince themselves that sufficient resources are available to implement the offerG ;
            (l) Documents relating to the payment of an inducement fee or similar arrangement;
            (m) Any agreements or arrangements, or, if not reduced to writing, a memorandum of all the terms of such agreements or arrangements, disclosed in the offer documentG ; and
            (n) Any agreements or arrangements, or, if not reduced to writing, a memorandum of the terms of such agreements or arrangements.
            Amended: October 2019

      • TMA-2.8 The Offeree's Director Responsibilities

        • TMA-2.8.1

          The board of directors of the offereeG company must ensure that proper arrangements are in place to enable it to monitor to ensure that:

          (a) The board is provided promptly with copies of all documents and announcements issued by or on behalf of their company which bear on the offerG ; the board receives promptly details of all dealings in relevant securities made by their company or its associates and details of any agreements, understandings, guarantees, expenditure (including fees) or other obligations entered into or incurred by or on behalf of their company in the context of the offerG which do not relate to routine administrative matters;
          (b) Those directors or committee members appointed in terms of TMA-2.2.7 undertaking daily responsibilities for the offerG are in a position to justify to the board all their actions and proposed courses of action;
          (c) The opinions of advisers are available to the board; and
          (d) The possible temporary insiders are identified and that the offereeG company complies with its Policy of Insiders.
          Amended: October 2019
          Amended: April 2013

        • TMA-2.8.2

          The procedures identified in TMA-2.8.1 must be followed, and board meetings must be held, whenever necessary throughout the offer in order to ensure that all directors remain updated with events and with actions taken.

          Amended: October 2019

        • TMA-2.8.3

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-2.8.4

          [This Paragraph was deleted in October 2019].

          Deleted: October 2019

        • TMA-2.8.5

          Where directors (including their connected persons, related trusts and companies controlled by such directors, connected persons and related trusts) or shareholders or groups of shareholders acting collectively holding effective control, whether represented on the board or not, sell shares to a purchaser, as a result of which the purchaser is required to make an offerG under TMA-3.1 (Mandatory Offer), the vendors must ensure that as a condition of the sale the purchaser undertakes his obligations in accordance with TMA-3.1 .

          Amended: October 2019

        • Resignation of Directors of Offeree Company

          • TMA-2.8.6

            Once a bona-fide offerG has been communicated to the board of the offereeG company or the board of the offereeG company has reason to believe that a bona-fide offerG is imminent, except with the consent of the CBB, the directors of an offereeG company or any of its subsidiaries must not resign until the first closing date of the offerG , or the date when the offerG becomes or is declared unconditional, whichever is the later. Resignation of directors of the offereeG company must be made in accordance with the offereeG company's Memorandum and Articles of Association.

            Amended: October 2019

        • Prompt Registration of Transfers

          • TMA-2.8.7

            The board and officials and registrars of an offereeG company should use their best endeavours to ensure the prompt registration of transfers during an offer periodG so that shareholders can freely exercise their voting and other rights.

            Added: October 2019

      • TMA-2.9 Profit Forecast and Other Financial Information

        • TMA-2.9.1

          The directors are responsible for ensuring that the profit forecasts are compiled with the highest standards, presentation and accuracy to shareholders in an offerG . Financial advisors must ensure that the directors are preparing the forecasts with sufficient explanation on how the projection was calculated, taking into account all the assumptions and risk of failure in the projected result. Such project must be examined and reported on by independent reporting accountants, experts, or consultants in accordance with the applicable international standard (International Standard on Assurance Engagement — ISAE).

        • TMA-2.9.2

          Profit forecasts provided by the offerorG and/or the offereeG must include:

          (a) A profit forecast for the current financial year. If the forecast year is less than three months of the current financial year, then the period of the forecast will be the current financial year and the next immediate financial year;
          (b) The assumptions, in addition to the commercial assumptions, on which the forecasts are based must be included in documents sent to offereeG shareholders with regards to an offerG ;
          (c) A statement with the consent of the relevant advisors, including the consultant accountant and professional advisor, that they have given and not withdrawn their consent to the publication of the profit forecast;
          (d) A statement by the directors that the forecast remains valid for the purpose of their offerG and that the professional advisors and accountants who reported the forecast agree that their reports continue to apply;
          (e) The accounting policies and calculations of the forecasts which have been examined and reported on by the auditors, consultant accountants or any other professional advisor of the offerorG or the offereeG ; and
          (f) When a profit forecast is made in relation to a period in which trading has already commenced, any previously published profit figures in respect of any expired part of that trading period, together with comparable figures for the same part of the preceding year.
          Amended: October 2019

        • TMA-2.9.3

          When income from land and buildings is a material element in a forecast, that part of the forecast must normally be examined and reported on by an independent valuer. Exceptional items should also be examined and reported on with special care.

          Amended: October 2019

        • TMA-2.9.4

          Except with the consent of the CBB, any profit forecast which has been made before the commencement of the offer periodG must be examined, reproduced and reported on in the document sent to shareholders.

          Amended: October 2019

        • TMA-2.9.5

          Exceptionally, the CBB may accept that, because of the uncertainties involved, it is not possible for a forecast previously made to be reported on in accordance with this Module nor for a revised forecast to be made. In these circumstances, the CBB would insist on shareholders being given a full explanation as to why the requirements of this Module were not capable of being met.

        • Publication of Reports

          • TMA-2.9.6

            When a profit forecast is made during an offer periodG , any documents sent to shareholders must include the forecast reports as required by TMA-2.9.2(e), TMA-2.9.3 and TMA-2.9.4. The reports must include a statement that consent has been given and has not been withdrawn to the circulation to shareholders.

            Amended: October 2019

          • TMA-2.9.7

            If a company's forecast is published first in a press announcement, it must be repeated in full, together with the reports required in TMA-2.9.2(e), TMA-2.9.3 and TMA-2.9.4, in the documents sent to shareholders. The reports must include a statement that consent has been given and has not been withdrawn to the publication.

            Amended: October 2019

        • Continuing Validity of Forecast

          • TMA-2.9.8

            When a company includes a forecast in a document, any document subsequently sent out by that company in connection with that offerG must, contain a statement by the directors that the forecast remains valid for the purpose of the offerG and that the professional advisersG and accountants who reported on the forecast have indicated that they have no objection to their reports continuing to apply.

            Amended: October 2019

        • Statements Which will be Treated as Profit Forecasts

          • TMA-2.9.9

            When no particular figure is mentioned or even if the word "profit" is not used, certain forms of words may constitute a profit forecast, particularly when considered in context. Examples are "profits will be somewhat higher than last year" and "performance in the second half-year is expected to be similar to our performance and results in the first half-year" (when interim figures have already been published). Whenever a form of words puts a floor under, or a ceiling on, the likely profits of a particular period or contains the data necessary to calculate an approximate figure for future profits, it will be treated by the CBB as a profit forecast which must be reported on. In cases of doubt, the CBB should be consulted in advance.

          • TMA-2.9.10

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-2.9.11

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-2.9.12

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

        • When a Forecast Relates to a Period which has Commenced

          • TMA-2.9.13

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

        • Merger Benefits Statements in Securities Exchange Offers

          • TMA-2.9.14

            In a securities exchange offerG , a quantified statement about the expected financial benefits of a proposed takeoverG or mergerG is deemed to be a profit forecast statement for the purpose of this TMA-2.9. In addition to satisfying the existing standards of information and requirements under the TMA Module, a person issuing such a statement must provide:

            (a) The basis of the belief (including sources of information) supporting the statement;
            (b) An analysis and explanation of the constituent elements sufficient to enable shareholders to understand the relative importance of these elements; and
            (c) A base figure for any comparison drawn.
            Amended: October 2019
            Amended: April 2013

      • TMA-2.10 Asset Valuation

        • TMA-2.10.1

          When a valuation of assets is given in connection with an offerG , it must be supported by the opinion of a named independent valuerG who has no connection with other parties to the transaction. Asset valuations by a professionally qualified independent valuer must be provided when asset values are a particularly significant factor in assessing the relevant takeoverG or mergerG transaction.

          Amended: October 2019

        • TMA-2.10.2

          Valuation of assets documents provided by the offerorG or the offereeG must include:

          (a) The professional qualifications and address of the independent valuer;
          (b) The basis of valuation;
          (c) The opinion of the independent valuer supporting the valuation;
          (d) The effective date at which the assets were valued. If a valuation is not current, the valuer must state that a current valuation would not be materially different and if this statement cannot be made, the valuation must be updated;
          (e) A statement with the consent of the valuer that he has given and not withdrawn his consent to the use of his valuation report.

        • TMA-2.10.3

          Valuation report addressed to shareholders must be made available for inspection together with an associated report containing details of the aggregate valuation. Where CBB is satisfied that such disclosure may be commercially disadvantageous to the company concerned, it will allow the report to be in a summarized form.

        • Basis of Valuation

          • TMA-2.10.4

            In any valuation of an asset or business the basis of valuation must be clearly stated. Only in exceptional circumstances should it be qualified and in that event the valuer must explain the meaning of the words used. The material assumptions made in a valuation must be stated in the valuation.

            Amended: October 2019

          • TMA-2.10.5

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-2.10.6

            In the case of land currently being developed or with immediate development potential, in addition to giving the open market value in the state existing at the date of valuation, the valuation should include:-

            (a) The value after the development has been completed;
            (b) The estimated total cost, including carrying charges, of completing the development and the anticipated dates of completion and of letting or occupation; and
            (c) A statement whether planning or other regulatory consent has been obtained and, if so, the date thereof and the nature of any conditions attaching to the consent which affect the value.

            However, the value of the property should also be given as a net of any charges, levy, tax, etc.

            Amended: April 2013

        • Opinion and Consent Letters

          • TMA-2.10.7

            Standards of care; A valuation must be made with due care and consideration by the valuer or professional adviserG making the valuation.

            Amended: October 2019

          • TMA-2.10.8

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-2.10.9

            When the valuer withdraws its written consent, the document must state such fact.

          • TMA-2.10.10

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

        • [This Subsection was deleted in October 2019]

          • TMA-2.10.11

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

      • TMA-2.11 Issuance of Documents

        • Filing of Documents for Comments

          • TMA-2.11.1

            All documents must be filed with the CBB for comment prior to release or publication and must not be released or published until the CBB has confirmed within 15 days that it has no further comments thereon. The final printed copies of the document must be filed with the CBB.

        • Publication of Documents

          • TMA-2.11.2

            All announcements in respect of listed companies must be made in accordance with the requirements of the Disclosure Standards. All announcements in respect of unlisted companies must be circulated to their shareholders.

        • [This Subsection was deleted in October 2019]

          • TMA-2.11.3

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

      • TMA-2.12 Offers for More than One Class of Equity Shares

        • TMA-2.12.1

          Where a company has more than one class of equity share capital, a comparable offerG must be made for each class whether such capital carries voting rights or not. The comparable offerG or proposal for each class of share capital required must normally be subject to similar conditions. Such a scheme must be considered at separate meetings for each class of the equity share capital, if required by law or the company's Memorandum and Articles of Association.

          Amended: October 2019

      • TMA-2.13 Appropriate Offers for Convertibles

        • Offeree Companies with Convertible Securities

          • TMA-2.13.1

            Where an offerG is made for equity share capital and the offereeG company has convertible securities outstanding, the offerorG must make an appropriate offerG or proposal to the holders of the convertible securities to ensure that their interests are safeguarded. Holders of convertible securitiesG must be treated equally.

            Amended: October 2019

        • Professional Independent Advice

          • TMA-2.13.2

            The board of the offereeG company must obtain professional independent advice in writing on the offerG or proposal to the holders of convertible securities and the substance of such advice must be made known to all holders of its securities, together with the board's views on the offerG or proposal.

            Amended: October 2019

        • Dispatch of Appropriate Offers

          • TMA-2.13.3

            Whenever practicable the offerG or proposal should be dispatched to the holders of convertible securities at the same time that the offer documentG is posted to other shareholders, but if this is not practicable the CBB should be consulted and the offerG or proposal should be dispatched as soon as possible thereafter.

            Amended: October 2019

        • Conditions of Appropriate Offers

          • TMA-2.13.4

            The offerG or proposal required by TMA-2.13.1 must be made conditional on the offerG for equity share capital becoming or being declared unconditional and should not normally be subject to any other conditions. It may, however, be put by way of a scheme to be considered at a meeting of the holders of convertible securities in accordance with the Memorandum and Articles of Association and/or offer documentsG in respect of such securities, as the case may be.

            Amended: October 2019

        • Warrants, Options and Subscription Rights

          • TMA-2.13.5

            The provision of Paragraph TMA-2.13.1 applies also when an offereeG company has warrants, options or subscription rights outstanding in respect of any class of equity share capital (including non-transferable options), with the appropriate amendments.

            Amended: October 2019

      • TMA-2.14 Offer Timetable

        • Offer to Remain Open for 15 Days

          • TMA-2.14.1

            [This Paragraph was moved to TMA-2.14.2A in October 2019].

            Amended: October 2019

          • TMA-2.14.2A

            Where a conditional offerG becomes or is declared unconditional, it must remain open for acceptance for not less than 15 calendar days thereafter.

            Added: October 2019

        • Offering Period

          • TMA-2.14.2

            Where an offer documentG and the offereeG board circular are distributed on different dates, the offerG must initially be open for acceptance for at least 15 calendar days following the date on the later date in respect of which the document is posted.

            In any announcement of an extension of an offerG , the next closing date must be stated.

            Amended: October 2019

        • Final Day Rule

          • TMA-2.14.3

            Except with the consent of the CBB, an offerG (whether revised or not) may not become or be declared unconditional as to acceptances after the official working hours on the 60th day after the day the initial offer documentG was posted. The CBB's consent will normally be granted only if a competing offerG has been announced (in which case both or all offerorsG will normally be bound by the timetable established by the posting of the competing offer documentG which is posted later).The consent of the CBB, in such cases, will only be given in very exceptional circumstances.

            Amended: October 2019

        • Compulsory Acquisition

          • TMA-2.14.4

            Where an offerorG has stated in the offer documentG its intention to avail itself of any powers of compulsory acquisition, the offerG must not remain open for acceptance for more than 90 days from the posting of the offer documentG , unless the offerorG has by that time become entitled to exercise such powers of compulsory acquisition, in which event it must do so without delay.

            Amended: October 2019

        • Time for Fulfillment of all other Conditions

          • TMA-2.14.5

            Except with the consent of the CBB, all conditions must be fulfilled or the offerG must lapse within 15 calendar days of the first closing date or of the date the offerG becomes or is declared unconditional as to acceptances, whichever is the later.

            Amended: October 2019

      • TMA-2.15 Revised and Alternative Offers

        • Offer Open for 15 Calendar Days after Revision

          • TMA-2.15.1

            If, in the course of an offerG , the offerorG revises its terms, all offereeG company shareholders, whether or not they have already accepted the offerG , will be entitled to the revised terms. A revised offerG must be kept open for at least 15 calendar days following the date on which the revised offer documentG is posted. Therefore, no revised offer documentG may be posted in the 15 calendar days ending on the last day the offerG is able to become unconditional as to acceptances.

            Amended: October 2019

        • New Conditions for Improved Offers

          • TMA-2.15.2

            An offerorG may introduce new improved conditions to be attached to a revised offerG , but only to the extent necessary to implement the revised offerG and subject to the consent of the CBB.

            Amended: October 2019

        • Reintroduction of Alternative Offers

          • TMA-2.15.4

            Where a firm statement has been made that an alternative offerG will not be extended or reintroduced, neither that alternative, nor any substantially similar alternative, may be extended or reintroduced. Where, however, such a statement has not been made and an alternative offerG has closed, an offerorG will not be precluded from reintroducing that alternative at a later date. Reintroduction constitutes a revision of the offerG and is, therefore, subject to the requirements of, and only permitted as provided in, this Section.

            Amended: October 2019

          • TMA-2.15.5

            CBB must be consulted if a competitive situation continues to exist in the later stages of the offer periodG . CBB will normally consider applying a procedure to resolve the situation which is agreed between competing offerorsG and the board of the offereeG company.

      • TMA-2.16 Acceptors' Right to Withdraw

        • TMA-2.16.1

          An acceptor will be entitled to withdraw his acceptance after 14 days from the first closing date of the offerG , if the offerG has not become unconditional as to acceptances by that date. Such entitlement to withdraw will be exercisable until the offerG becomes unconditional as to acceptances. However, on the 60th day (or any date beyond which the offerorG has stated that its offerG will not be extended) the final time for the withdrawal must coincide with the final time for the lodgement of acceptances.

          Amended: October 2019

      • TMA-2.17 Statements during Course of Offer

        • TMA-2.17.1

          Information, documents, advertisements or statements issued during an offer periodG must not be misleading and must be of the highest standard and accuracy. This is whether the information is issued directly by the offerorG , offereeG or by the advisors. All parties and their advisers are responsible for ensuring that any release of information abides with this rule.

        • TMA-2.17.2

          Any parties of an offerG or potential offerG and their advisors must take care not to issue any statements which, while not factually inaccurate, may mislead shareholders and the market and cause uncertainty. Statements regarding an offerorG improving his offerG without committing itself to doing so must not be made.

        • TMA-2.17.3

          Documents issued to shareholders or advertisements published in relation to an offerG by, or on behalf of, the offerorG or the offereeG company, must state where appropriate, that the directors of the offerorG and/or the offereeG company accept full responsibility for the information contained in the documents and advertisements, to the best of their knowledge, that the information contained in the document or advertisement is in accordance with the facts and that it contains no omissions likely to affect the importance and consistencies of the document.

        • No Extension Statements

          • TMA-2.17.4

            If statements in relation to the duration of an offerG such as "the offerG will not be extended beyond a specified date unless it is unconditional as to acceptances" ("no extension statements") are included in documents sent to offereeG company shareholders, or are made by or on behalf of an offerorG , its directors, officials or advisers, and not withdrawn immediately if incorrect, only in extremely exceptional circumstances will the offerorG be allowed subsequently to extend its offerG beyond the stated date except where the right to do so has been specifically reserved.

            Amended: October 2019

        • No Increase Statements

          • TMA-2.17.5

            If statements in relation to the value or type of consideration such as "the offerG will not be further increased" or "our offerG remains at BHD X per share and it will not be raised" ("no increase statements") are included in documents sent to offereeG company shareholders, or are made by or on behalf of an offerorG , its directors, officials or advisers, and not withdrawn immediately if incorrect, only in extremely exceptional circumstances will the offerorG be allowed subsequently to amend the terms of its offerG in any way even if the amendment would not result in an increase of the value of the offerG (e.g. the introduction of a lower paper alternative) except where the right to do so has been specifically reserved.

            Amended: October 2019

          • TMA-2.17.6

            An offerorG or offereeG company must not make statements about the level of support received from shareholders or other persons, unless they have clearly stated their intentions to the offerorG or offereeG company, or advisors, as appropriate. CBB will require statements made to be verified, which could include the shareholder confirming their support in writing to the offerorG or its advisors, which will then be treated as a letter of intent/consent, as the case may be.

            Amended: October 2019

          • TMA-2.17.7

            Shareholders must not be pressured by any means or by any party involved in an offerG to accept or reject such offerG through information, documents, advertisements or statements.

            Amended: October 2019

        • Advertisements

          • TMA-2.17.8

            Any advertisements published in terms of the Module must obtain the prior approval of the CBB. The publication of advertisements in relation to an offerG or potential offerG is prohibited unless they fall within the following categories:

            (a) Product advertisements not having an effect on an offerG or potential offerG , CBB must be consulted if there is any doubt;
            (b) Corporate image advertisements not having an effect on an offerG or potential offerG ;
            (c) Advertisements in relation to non-controversial information about an offerG , such as the value of an offerG or closing dates;
            (d) Advertisements in relation to preliminary or interim results;
            (e) Advertisements comprising a tender offerG ; or
            (f) [This Subparagraph was deleted in October 2019]
            (g) Advertisements published with the specific prior consent of CBB.
            Amended: October 2019

          • TMA-2.17.9

            Any forms connected with an offerG , including acceptance forms, withdrawal forms, proxy cards must not be published in newspapers or any form of advertisement.

        • Telephone Campaigns

          • TMA-2.17.10

            Campaigns relating to contacting shareholders or persons interested in the offerG by telephone must be conducted only by the professional advisorG and his staff, who are fully aware of the responsibilities and requirements of this Module. Information passed to such persons must be accurate, already published and not misleading. Persons contacted must not be pressured and must be encouraged to consult their advisors.

            Amended: October 2019

          • TMA-2.17.11

            [This Paragraph was deleted in October 2019]

            Deleted: October 2019

      • TMA-2.18 Announcement of Result of Offer

        • Timing and Contents

          • TMA-2.18.1

            An offerorG must publish an announcement on the day on which the offerG will expire, or becomes or is declared unconditional as to acceptances, or is revised or extended.

            Amended: October 2019

          • TMA-2.18.2

            The offerorG must also forward such announcement to the CBB and the licensed exchangeG and offereeG company and publish the announcement on the website of the licensed exchangeG before trading hours at the licensed exchangeG in Bahrain no later than 09:00 on the business day following the day of the abovementioned announcement date.

            Amended: October 2019

          • TMA-2.18.3

            The announcement must state the number of shares and rights over shares:

            (a) For which acceptances of the offerG have been received;
            (b) Held, controlled, or directed by the offerorG or persons acting in concertG with it before the offer periodG ; and
            (c) Acquired or agreed to be acquired during the offer periodG by the offerorG or any persons acting in concertG with it.
            Amended: October 2019
            Amended: April 2013

          • TMA-2.18.4

            The announcement must include a prominent statement of the total numbers of shares which the offerorG may count towards the satisfaction of its acceptance condition and must specify the percentages of each class of relevant securities represented by these figures. CBB must be consulted if the offerorG wishes to make any other statement about acceptance levels in any announcement made.

            Amended: October 2019

          • TMA-2.18.5

            The offerorG must send copies of the certificate issued by the designated receiving bankG to the CBB, the licensed exchangeG and the offereeG company's professional advisorG as soon as possible after it is issued.

            Amended: October 2019

          • TMA-2.18.6

            If statements are made during an offerG by an offerorG or its advisors, either orally or written, about level of acceptances of the offerG or number or percentages of shareholders who have accepted the offerG , then an immediate announcement must be made.

          • TMA-2.18.7

            Companies whose securities are not admitted to listing or trading that are a party to the offerG will normally not be required to make a public announcement, however it will be required to inform all shareholders about the result of the offerG .

            Amended: October 2019

          • TMA-2.18.8

            When the offereeG company has the intention to make an announcement on the level of withdrawals of acceptance of an offerG , CBB must be consulted before any announcement is made.

        • Consequences of Failure to Announce

          • TMA-2.18.9

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-2.18.10

            If the offerorG is unable to comply with any of the requirements of this Section, within the time limit granted, the CBB shall have the right to request the licensed exchangeG to suspend dealings in the offereeG company's shares and, where appropriate, in the offeror'sG shares until the relevant information and documents are provided.

            Amended: October 2019

          • TMA-2.18.11

            If an offerorG has been declared unconditional as to acceptance, but the offerorG fails to comply with any of the requirements of this Section by the close of trading at the licensed exchangeG in Bahrain on the relevant day, the CBB shall have the right to grant the acceptors the right of withdrawal from the offerG .

            Amended: October 2019

          • TMA-2.18.12

            This right of withdrawal may be terminated not less than 8 days after the relevant date in the case that the offerorG confirms that the offerG is still unconditional as to acceptances and complies with this Section.

            Amended: October 2019

      • TMA-2.19 Settlement of Consideration and Share Transfer

        • Timing of Acquisition and Payment

          • TMA-2.19.1

            Shares represented by acceptances in any offerG must not be accepted by the offerorG until the offerG has become or has been declared unconditional. Such shares must be paid by the offerorG in accordance with the terms of payment as stipulated in the offer documentG .

            Amended: October 2019

        • Withdrawn or Lapsed Offers

          • TMA-2.19.2

            If an offerG is withdrawn or lapses, the offerorG must, as soon as possible but in any event within 7 calendar days thereof, post the share certificates or transfer documents lodged with acceptance forms to, or make such share certificates or transfer documents available for collection by, those offereeG company shareholders who accepted the offerG .

            Amended: October 2019

          • TMA-2.19.3

            The offerorG must as and by way of security for performance of his obligations under this Module, deposit in an escrow account a sum equivalent to 100% of the consideration payable in cash under the offerG before the commencement of the offer period.

            Added: October 2019

          • TMA-2.19.4

            The total consideration payable under the public offerG shall be calculated assuming full acceptances.

            Added: October 2019

          • TMA-2.19.5

            The escrow account can be maintained either as a cash deposit with a CBB licensed bank; or as a bank guarantee in favour of the professional adviserG .

            Added: October 2019

        • Payment of Consideration

          • TMA-2.19.6

            For the amount of consideration payable in cash, the offerorG must prior to the execution date of the transaction, open an account with a licensed bank and deposit the entire sum payable to the shareholders as consideration for acceptances received and accepted. The amount to be so deposited shall be the relevant total from the escrow account.

            Added: October 2019

          • TMA-2.19.7

            In respect of consideration payable by way of exchange of securities, the offerorG must ensure that the securities are actually issued and dispatched to the shareholders within a period of 7 calendar days from the last closing date of the offer.

            Added: October 2019

      • TMA-2.20 Restrictions on Dealings before and during the Offer

        • Restrictions on Dealings Before the Offer

          • TMA-2.20.1

            No dealings of any kind in the securities of the offereeG company (including convertible securities, warrants, options and derivatives in respect of such securities) may be transacted by any person, not being the offerorG , who is engaged in the offerG and who has confidential price-sensitive information concerning an actual or contemplated offerG or revised offerG between the time when there is reason to suppose that an approach or an offerG or revised offerG is contemplated and the announcement of the approach, the offerG , the revised offerG , or of the termination of the discussions where an announcement of the offerG has been made public.

            Amended: October 2019

          • TMA-2.20.2

            Such restrictions do not apply to persons acting in concertG with an offerorG in respect of dealings where the securities of such dealings are excluded from the offerG or where there are no-profit arrangements in place.

            Amended: October 2019

          • TMA-2.20.3

            No person who is engaged in the offerG and who has access to the price-sensitive information may deal in securities of the offerorG except where the proposed offerG is not price-sensitive in relation to such securities.

            Amended: October 2019

          • TMA-2.20.4

            No person who is engaged in the offerG and who has access to the price-sensitive information may make any recommendations to any other person as to dealing in the relevant securities.

            Amended: October 2019

          • TMA-2.20.5

            CBB must be consulted before acquisitions of interests in offereeG company securities are made by members or potential members of a consortium. If there are existing interests in such securities, it will be necessary to satisfy the CBB that they were acquired before the consortium was formed.

            Amended: October 2019

          • TMA-2.20.6

            CBB will regard a person to have access to confidential price-sensitive information concerning an offerG or contemplated offerG if any of the following applies:

            (a) A director or employee of one of the companies concerned or engaged in the offerG ;
            (b) A professional adviserG to one of the companies concerned or engaged in the proposed offerG ;
            (c) In a position to have received and has actually received information through a confidential relationship;
            (d) Connected persons and companies controlled by the offerorG and those described in (a), (b) and (c).
            Amended: October 2019

        • No-Profit Arrangement

          • TMA-2.20.7

            Arrangements made by a potential offerorG with a person acting in concert,G where securities in the offereeG company are acquired by the person acting in concertG and the offerorG will bear all the risks and receive all the benefits are not prohibited by TMA-2.20.1. Arrangements which have benefits or potential benefits to the person acting in concert, beyond normal expenses and carrying costs, are normally prohibited. In cases of doubt, CBB should be consulted.

            Amended: October 2019

        • Restrictions on Dealings during an Offer

          • TMA-2.20.8

            The offerorG and persons acting in concertG with it must not sell any securities in the offereeG company during the offerG period except with the prior consent of the CBB, after 24 hour's advance notice by public announcement of the intention to sell.

            Amended: October 2019

          • TMA-2.20.9

            The CBB will not provide its consent for the sale of securities by an offerorG and persons acting in concertG with it where a mandatory offerG is being made.

            Amended: October 2019

          • TMA-2.20.10

            After an announcement of an intention to sell the securities of the offereeG company has been made, neither the offerorG nor persons acting in concertG with it can make further purchases and only in exceptional circumstances will the CBB allow the offerorG to raise the offer price.

            Amended: October 2019

          • TMA-2.20.11

            Subject to TMA-2.20.8 in respect of the conditions applicable, the sale of any shares in the offereeG company must not be below the offerG price.

            Amended: October 2019

          • TMA-2.20.12

            An offerorG or other persons shall be restricted from dealing or procuring other persons to deal, if the offerorG has been supplied by the offereeG company with confidential price sensitive information during offerG discussions.

            Amended: October 2019

          • TMA-2.20.13

            The consent of the CBB is not required for placing or underwriting arrangements made during an offerG in order to achieve the minimum public shareholding to maintain the listing of the offereeG company's shares provided that such arrangements are not effective prior to the date when the offerG becomes or is declared unconditional. If an offerorG wishes to make such arrangements in order to hold less than 75% (or such percentage as may be relevant in the event that the licensed exchangeG has accepted that a percentage other than 20% of the offereeG company's shares needs to be in public hands to maintain the listing of the offereeG company's shares) of the offereeG company's shares, the consent of the CBB is required.

            Amended: October 2019

          • TMA-2.20.14

            Directors and professional advisersG to a company who have interests in securities in that company that is party to an offerG , must not deal in such securities contrary to any advice they have given to shareholder, or which it can be reasonably assumed that they were associated, without giving a 24 hours advance public notice of their intentions with an explanation.

            Amended: October 2019

        • Restriction on Dealings by Offeror during Non-Cash Offers

          • TMA-2.20.15

            Where the consideration under an offerG includes securities of the offerorG or a person acting in concertG with it, neither the offerorG nor any person acting in concertG with it may deal in any such securities during the offer periodG .

            Amended: October 2019

        • Restrictions on Dealings by a Competing Offeror

          • TMA-2.20.16

            Except with the consent of the CBB, where two competing offersG have been made and one of the offersG has lapsed, then neither that offerorG nor any person acting in concertG with that offerorG may acquire any interest in shares in the offereeG company at a price higher than that made available under its lapsed offerG .

            Amended: October 2019

          • TMA-2.20.17

            Paragraph TMA-2.20.16 shall not apply where each of the competing offersG has either been declared unconditional in all respects or has itself lapsed.

            Amended: October 2019

          • TMA-2.20.18

            For the purpose of Paragraph TMA-2.20.16, the price of the lapsed offerG shall be calculated as at the day the offerG lapsed.

            Amended: October 2019

        • Dealings After Termination of Discussions

          • TMA-2.20.19

            If following an announcement that offerG discussions are taking place, or that an approach or offerG is being contemplated, discussions are then terminated or the offerorG then decides not to proceed with an offerG , an announcement of the position must take place before any dealings in securities of the offereeG company take place by any person privy to confidential information.

            Amended: October 2019

        • Dealings in Offeree Company Securities by Certain Offeree Company Associates

          • TMA-2.20.20

            During the offer periodG , professional advisersG or stockbrokers (or any person controlling, controlled by or under the same control as any such adviser or stockbroker) to an offereeG company (or any of its parents, subsidiaries or fellow subsidiaries, or their associated companies or companies of which such companies are associated companies) must not, except with the consent of CBB:

            (a) Purchase offereeG company securitiesG or deal in convertible securities, warrants, options or derivatives in respect of such securitiesG for its own account or for its discretionary clients;
            (b) Make any loan to a person to assist in making any such purchases; or
            (c) Enter into any indemnity or option arrangement or any arrangement, agreement or understanding, formal or informal, or in any other nature, which may be an inducement for a person to retain, deal or refrain from dealing in relevant securities of the offereeG company.

          • TMA-2.20.21

            Paragraph TMA-2.20.20 does not apply to fund managers and principal traders that are exempt by CBB who are dealing for any of their investment accounts managed on a discretionary basis.

            Amended: October 2019

        • Gathering Irrevocable Commitments

          • TMA-2.20.22

            Any person proposing to contact a private individual or a corporate shareholder with the aim of obtaining an irrevocable commitment should consult CBB in advance.

            Amended: October 2019

      • TMA-2.21 Disclosure of Dealings During Offer Period

        • Dealings by Parties and by Associates for Themselves or for Discretionary Clients

          • TMA-2.21.1

            Dealings in relevant securities by an offerorG or the offereeG company, and by any associates, for their own account or for the account of discretionary investment clients account during an offer periodG must be publicly disclosed.

            Amended: October 2019

          • TMA-2.21.2

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-2.21.3

            Except with the consent of the CBB, dealings in relevant securities during an offer period for the account of discretionary investment clients by an associate which is an exempt fund managerG connected with an offeror or the offeree company must be privately disclosed. If, however, the Exempt fund managerG is an associateG by virtue of sub-paragraph (f) of the definition of associateG , the exempt fund managerG must disclose publicly, in addition to disclosing privately.

            Amended: October 2019

        • Dealings by Parties and by Associates for Non-Discretionary Clients

          • TMA-2.21.4

            Except with the consent of the CBB, dealings in relevant securities during an offer period by an offerorG or the offereeG company, and by any associates, for the account of non-discretionary investment clients (other than an offerorG , the offereeG company and any associatesG ) must be privately disclosed.

            Amended: October 2019

        • Discretionary Accounts

          • TMA-2.21.5

            If a person manages investment accounts on a discretionary basis, relevant securities so managed will be treated, for the purpose of this rule, as controlled by that person and not by the person on whose behalf the relevant securities are managed. Except with the consent of the CBB, where more than one discretionary investment management operation is conducted in the same group, relevant securities controlled by all such operations will be treated for the purpose of this rule as those of a single person and must be aggregated.

            Amended: October 2019

        • Connected Exempt Principal Traders

          • TMA-2.21.6

            Dealings in relevant securities by an exempt principal traderG connected with an offerorG or the offereeG company must be aggregated and disclosed to the licensed exchangeG before trading hours at the licensed exchangeG in Bahrain on the business day following the date of the transactions.

            In the case of dealings in options or derivatives, full details must be given so that the nature of the dealings can be fully understood.

            Amended: October 2019

          • TMA-2.21.7

            For the purposes of this Section, the disclosure shall consider the following:

            (a) Disclosure shall be made before trading hours at the licensed exchangeG in Bahrain on the business day following the date of the transaction. CBB should be consulted on any practical difficulties;
            (b) In the case of a public disclosure, dealings should be disclosed in writing to all offerorG s and the offereeG company or their respective professional advisersG while also disclosing to the CBB and also, in respect of dealings in listed securities, to the licensed exchangeG ; and
            (c) The disclosure shall include the following:
            (i) The total number of securities purchased or sold;
            (ii) Prices paid or received. In the case of an average price bargain each underlying trade should be disclosed;
            (iii) Identity of the associate or any other person dealing if different from the owner or controller;
            (iv) If dealing with an associate, an explanation of how that status arises;
            (v) If disclosure is made by a 5 percent shareholder or group of shareholders, a statement to that effect;
            (vi) The resultant total number of relevant securities owner or controlled by the associate and percentage which it represents; and
            (vii) If relevant, details of any arrangements required in the context of indemnity and other arrangements.
            Amended: October 2019
            Amended: April 2013

      • TMA-2.22 When Cash Offer is Required

        • TMA-2.22.1

          Except with the CBB's consent, a cash offerG is required where:-

          (a) The offerorG and any person acting in concertG with it has bought for cash during the offer periodG and within 6 months prior to its commencement, an interest in shares of any class under offerG in the offereeG company carrying 10% or more of the voting rights of that class; or
          (b) In the view of the CBB there are circumstances which render such a course necessary.

          The offerG for each class of shares must be in cash or accompanied by a cash alternative at not less than the highest price paid by the offerorG or any person acting in concertG with it for shares of the class during the offer periodG and within 6 months prior to the commencement.

          Amended: October 2019
          Amended: April 2013

      • TMA-2.23 Purchases at Above Offer Price

        • Highest Price Paid

          • TMA-2.23.1

            [This Paragraph was deleted in October 2019].

            Deleted: October 2019

          • TMA-2.23.2

            [This Paragraph was moved to Paragraph TMA-2.23.5A in October 2019].

            Amended: October 2019

        • Acquisitions Before Announcement of a Firm Intention to Make an Offer

          • TMA-2.23.3

            The offerG to the holders of shares of the same class shall not be on less favourable terms, when an offerorG or any person acting in concertG with it has acquired an interest in shares in the offereeG company:

            (a) Within the three month period prior to the commencement of the offer periodG ; or
            (b) During the period, if any, between an announcement made by the offerorG and the commencement of the offer periodG .
            Amended: October 2019

        • Acquisitions After Announcement of a Firm Intention to Make an Offer

          • TMA-2.23.4

            After an announcement of a firm's intention to make an offerG and before the offerG closes for acceptance, an offerorG or any person acting in concertG with it acquires any interest in shares at above the offerG price, it shall increase its offerG to not less than the highest price paid for the interest in shares acquired in such circumstances.

            Amended: October 2019

          • TMA-2.23.5

            Immediately after the acquisition of shares at above the offerG price, the offerorG must announce that a revised offerG will be made in accordance with this Section. This announcement must state the number of shares concerned and the price paid.

            Amended: October 2019

          • TMA-2.23.5A

            Subscription for new securities at a price above the offerG price will be treated as a purchase for the purposes of Paragraph TMA-2.23.4.

            Added: October 2019

        • Offers Involving a Further Issue of Listed Securities

          • TMA-2.23.6

            If the offerG involves a further issue of securities of a class already listed on a licensed exchangeG , the current value of the offerG on a given day should normally be established by reference to the weighted average traded price of board lots (excluding special bargains and odd lots) of such securities traded during the immediately preceding trading day. If the offerG involves a combination of cash and securities and further purchases of the offereeG company's shares oblige the offerorG to increase the value of the offerG , the offerorG must endeavour, as far as practicable, to effect such increase while maintaining the same ratio of cash to securities as is represented by the offerG .

            Amended: October 2019

      • TMA-2.24 Provision for Escrow

        [This Section was moved to Section TMA-2.19 in October 2019]

        • TMA-2.24.1

          [This Section was moved to Section TMA-2.19 in October 2019]

          Amended: October 2019

        • TMA-2.24.2

          [This Section was moved to Section TMA-2.19 in October 2019]

          Amended: October 2019

        • TMA-2.24.3

          [This Section was moved to Section TMA-2.19 in October 2019]

          Amended: October 2019

        • Payment of Consideration

          [This Section was moved to Section TMA-2.19 in October 2019]

          • TMA-2.24.4

            [This Section was moved to Section TMA-2.19 in October 2019]

            Amended: October 2019

          • TMA-2.24.5

            [This Section was moved to Section TMA-2.19 in October 2019]

            Amended: October 2019

      • TMA-2.25 No Special Deals or Arrangements with Selected Shareholders

        • TMA-2.25.1

          Except with the CBB's consent, the offerorG or persons acting in concertG with it may not make any arrangements with selected shareholders; and may not deal or enter into arrangements to deal; or make purchases or sales of shares of the offereeG company; or enter into arrangements concerning acceptance of an offerG either during an offerG or when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders.

          Amended: October 2019

        • TMA-2.25.2

          An arrangement with special conditions attached includes any arrangement where there is a promise to make good to a vendor of shares any difference between the sale price and the price of any subsequent successful offerG , revised offerG or successful competing offerG . An irrevocable commitment to accept an offerG combined with an option to put the shares to the offerorG should the offerG fail will also be regarded as such an arrangement.

          Amended: October 2019

        • TMA-2.25.3

          Two-tier offersG where shareholders who accept the offerG before a stipulated cutoff date would receive a higher consideration than those who accept the offerG after the cut-off date will be regarded as arrangements with special conditions. A two-tier offerG that offersG to pay a higher offerG price if a certain level of acceptances is reached will not be regarded as an arrangement with special conditions if the higher offerG price is payable to all accepting shareholders.

          Amended: October 2019

        • TMA-2.25.4

          Paragraph TMA-2.25.1 also covers cases where a shareholder in an offereeG company is to be remunerated for playing a part in promoting an offerG . The CBB will normally consent to such remuneration, provided that the shareholding is not substantial and it can be demonstrated that a person who had performed the same services, but had not at the same time been a shareholder, would be entitled to receive no less remuneration.

          Amended: October 2019

        • TMA-2.25.5

          The CBB should be consulted if the management of the offereeG company is to remain financially interested in the business after the offerG is completed. The methods by which this may be achieved vary but the principle which the CBB is concerned to safeguard is that the risks as well as the rewards associated with an equity shareholding should apply to the management's retained interest.

          Amended: October 2019

      • TMA-2.26 Proxies

        • TMA-2.26.1

          A shareholder must not appoint a person as his proxy to vote in respect of his shares in the offereeG company; or to exercise any other rights; or to take any other action in relation to those shares unless the appointment is under the following conditions:

          (a) The offerG is unconditional in all respects;
          (b) The votes are to be cast as far as possible to satisfy any outstanding condition to the offer, where relevant;
          (c) The appointment ceases to be valid if the acceptance is withdrawn; and
          (d) The appointment only applies to shares assented to the offer.
          Added: October 2019

        • TMA-2.26.2

          The terms for the appointment of a proxy must be set out in the offer documentG .

          Added: October 2019

    • TMA-3 Types of Offer

      • TMA-3.1 Mandatory Offer

        • Conditions for a Mandatory Offer

          • TMA-3.1.1

            A mandatory offerG is required when:

            (a) Any person acquires, whether by series of transactions over a period of time or not, 30% or more of the voting rights of a company;
            (b) Two or more persons are acting in concertG and they collectively hold less than 30% of the voting rights of a company, and any one or more of them acquires voting rights which increases to 30% or more of the voting rights of the company; or
            (c) Any person holds not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights acquires additional shares carrying more than 1% of the voting rights in any period of 6 months; or
            (d) Two or more persons are acting in concert, and they collectively hold not less than 30%, but not more than 50% of the voting rights of a company, and any one or more of them acquires additional voting rights carrying more than 1% of the voting rights in any period of 6 months.
            Amended: October 2019

          • TMA-3.1.2

            The person making the mandatory offerG is required to extend offers to all holders of each class of equity share capital of the company, whether the class carries voting rights or not, and also to the holders of any class of voting non-equity share capital in which such person, or persons acting in concertG with him, hold shares.

            Amended: October 2019

          • TMA-3.1.3

            OffersG for different classes of equity share capital should be consulted in advance in such cases.

            Amended: October 2019

        • Creeping Provision

          • Acquisition and Disposal

            • TMA-3.1.3A

              Any person, or together with persons acting in concertG , holding not less than 30% but not more than 50% of the voting rightsG of a company may be permitted to acquire additional shares carrying not more than 1% of such voting rightsG in any period of 6 months without incurring an obligation to make a mandatory offerG . Within this 1% band, dispositions of voting rightsG may be netted off against acquisitions thereof. If such person, or together with persons acting in concertG , intend to acquire such additional shares, the CBB must be consulted in advance.

              Added: October 2019

          • Effect of Disposal

            • TMA-3.1.3B

              Any person, or together with persons acting in concertG , holding not less than 30% of the voting rightsG of a company disposes of voting rightsG 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 a mandatory offerG 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; or
              b) following a reduction of the holding to less than 30%, it is increased to 30% or more.

              In this context, disposal of voting rightsG may not be netted off against acquisitions thereof.

              Added: October 2019

          • Holding 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 concertG , holding 50% or less of the voting rights.G 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's voting rightsG for any period of 6 months thereafter.

              Added: October 2019

            • TMA-3.1.3D

              A person or group of persons acting in concertG , holding more than 50% of the voting rightsG of a company will normally be free to acquire further shares without incurring any obligation under TMA-3.1 to make a mandatory offerG subject to Paragraph TMA-3.1.3E.

              Added: October 2019

          • Acquisition 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 concertG 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

        • Placing and Other Arrangements

          • TMA 3.1.4

            [This Paragraph was deleted in April 2013].

            Deleted: April 2013

          • TMA-3.1.5

            An agreement between a shareholder and financial institutions and lending institutions, where the shareholder borrows money for the acquisition of shares which gives rise to an obligation under Paragraph TMA-3.1.1 will not normally result in such institution becoming a concert party.

            Amended: October 2019

          • TMA-3.1.6

            An offerG will not be required under Paragraph TMA-3.1.1 where control of the offereeG company is acquired as a result of a voluntary offerG made in accordance with Module TMA to all the holders of voting equity share capital and other transferable securities carrying voting rights.

            Amended: October 2019

          • TMA-3.1.7

            If a person acquires shares other than through trading on the licensed exchangeG (exempted transaction) which makes the aggregate number of shares carrying voting rightsG in which he is interested to 30% or more then the CBB must be consulted.

            Amended: October 2019

          • TMA-3.1.8

            If a person borrows or lends shares he will be treated as holding the voting rightsG of such shares save for any borrowed shares which he has either on-lent or sold. CBB must be consulted in such cases before borrowing shares when taken together with shares he or any person acting in concertG is interested in and shares already borrowed or lent by him or any person acting in concertG would result in a mandatory offerG .

            Amended: October 2019

        • Conditions and Consents

          • TMA-3.1.9

            Except with the consent of CBB:

            (a) An offerorG shall not include any other condition in a mandatory offerG other than the condition that the offerG is subject to the offerorG having received acceptances which would result in the offerorG and all persons acting in concertG with the offerorG holding in aggregate more than 50% of the voting rights; and
            (b) No acquisition of any voting rightsG in shares which would give rise to a requirement for a mandatory offerG may be made, if it is dependent on the passing of a resolution at any meeting of the shareholders of the offerorG or upon any other conditions, consents or arrangements.
            Amended: October 2019
            Amended: April 2013

          • TMA-3.1.9A

            An offer made under TMA-3.1 should normally be unconditional when the offerorG and persons acting in concertG with it hold more than 50% of the voting rights before the offer.

            Added: October 2019

        • Nature of Consideration

          • TMA-3.1.10

            The consideration to be paid, or provided, for the acquisition of the voting rightsG to which the mandatory offerG relates shall consist solely of cash, securities, or a combination thereof at not less than the highest price paid by the offerorG or any person acting in concertG with it for shares of that class of the offereeG company during the offer periodG and within 6 months prior to its commencement.

            Amended: October 2019

          • TMA-3.1.11

            The cash offerG , securities or a combination thereof for the purpose of Paragraph TMA-3.1.10 must remain open after the offerG has become or is declared unconditional for not less than 15 days thereafter.

            Amended: October 2019

          • TMA-3.1.12

            When directors sell shares to an offerorG which result in the offerorG having to make a mandatory offerG , the directors must ensure that the offerorG fulfils his obligation under this Module.

            Amended: October 2019

          • TMA-3.1.13

            Such directors must not resign, except with the consent of CBB, from the board of directors until the first closing date of the takeover offerG or the date when the takeover offerG becomes or is declared unconditional as to acceptances, whichever is the later.

            Amended: October 2019

          • TMA-3.1.14

            Until the offerG document has been posted, no offerorG , or persons acting in concertG , may be appointed to the board of the offereeG company or any of its subsidiaries, or exercise or procure the exercise of the votes attaching to any shares in the offereeG company.

            Amended: October 2019

        • Whitewash Resolution/Exemption from Mandatory Offer

          • TMA-3.1.15

            Relevant personsG in an offerG subject to the mandatory offerG requirement may apply to the CBB to waive the obligation under the procedure set out for mandatory offersG , if the mandatory offerG is required as a result of:

            (a) Issuing new securities as consideration for an acquisition, cash injection or subsidiary loan; or
            (b) Fulfilment of obligations in respect of underwriting the issue of securities; or
            (c) Any other circumstance with CBB's approval.
            Amended: October 2019

          • TMA-3.1.16

            For purposes of Paragraph TMA-3.1.15, any application for an exemption from a mandatory offerG obligation must be submitted to the CBB before the obligation is triggered.

            Amended: October 2019

          • 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 concertG 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 offerorG , parties acting in concertG , and parties not independent from them must abstain from voting on the whitewash resolution;
            (d) The offerorG , and parties acting in concertG , have not acquired and will not acquire any shares or instruments convertible into options, in respect of shares of the offereeG 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 adviserG shall be appointed by the offereeG company to provide its independent shareholders with advice on the whitewash resolution;
            (f) The offereeG 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 offerorG obtains the CBB's approval in advance.
            Amended: October 2019
            Amended: April 2013

          • TMA-3.1.18

            The CBB waiver cannot be transferred or assigned to another person.

          • TMA-3.1.19

            In the case of underwriting or placing of offereeG company securities, the CBB must be furnished with details of all proposed underwriters or placees.

            Amended: October 2019

          • TMA-3.1.20

            An announcement must be made by the offereeG company giving the result of the meeting and the number and percentage of offereeG company shares that the offerorG has become entitled to as a result subsequent to the meeting at which the proposals are considered by shareholders.

            Amended: October 2019

          • TMA-3.1.21

            Immediately following the approval of the proposals at the shareholders' meeting, the offerorG will be free to acquire shares in the offereeG company, subject to provisions under Module TMA.

            Amended: October 2019

        • Prompt Registration of Transfers

          • TMA-3.1.22

            [This Paragraph was moved to Paragraph TMA-2.8.7 in October 2019]

            Amended: October 2019

      • TMA-3.2 Partial Offer

        • CBB's Consent Required

          • TMA-3.2.1

            CBB's consent is required for any partial offerG . CBB will normally grant consent in the case of an offerG which could not result in the offerorG and persons acting in concertG with it being interested in shares carrying 30% or more of the voting rights of a company.

            Amended: October 2019

          • TMA-3.2.2

            Consent will not normally be granted in the case of an offerG which could result in the offerorG holding not less than 30%, and which must result in a holding of not more than 50% of the voting rights of a company.

            Amended: October 2019

        • Acquisition Prior to the Offer

          • TMA-3.2.3

            In the case of a partial offerG which could result in the offerorG and persons acting in concertG with it holding 30% or more, but which must result in their holding less than 100%, of the voting rights of a company, such consent will not normally be granted if the offerorG or persons acting in concertG with it have acquired, selectively or in significant numbers, voting rights in the offereeG company during the 6 months preceding the application for consent or if voting rights have been acquired at any time after the partial offerG was reasonably in contemplation.

            Amended: October 2019

        • Acquisitions During and After the Offer

          • TMA-3.2.4

            In all partial offersG , the offerorG and persons acting in concertG with it must not acquire any interest in shares in the offereeG company during the offer periodG .

            Amended: October 2019

          • TMA-3.2.5

            The offerorG or any person acting in concertG with the offerorG , or any person who is subsequently acting in concertG with any of them in the course of the partial offerG , must not acquire any interest in shares during the 12-month period following the end of the offer periodG , except with the consent of CBB.

            Amended: October 2019

        • Offer for between 30% and 50%

          • TMA-3.2.6

            Any partial offerG which could result in the offerorG holding 30% or more of the voting rights of a company must normally be conditional, not only on the specified number of acceptances being received, but also on approval of the offerG , signified by means of a separate box on the form of acceptance, being given by shareholders holding over 50% of the voting rights not held by the offerorG and persons acting in concertG with it. This requirement may be waived if over 50% of the voting rights of the offereeG company are held by one independent shareholder who has indicated his approval.

            Amended: October 2019

        • Control Position Warning

          • TMA-3.2.7

            In the case of a partial offerG which could result in the offerorG holding more than 50% of the voting rights of the offereeG company, then this must be included in a prominent manner in the offer documentG .

            Amended: October 2019

          • TMA-3.2.8

            Where a partial offerG made for a company with more than one class of equity share capital could result in the offerorG and persons acting in concertG with it being interested in shares carrying 30% or more of the voting rights, a comparable offerG must be made for each class.

            Amended: October 2019

        • Precise Number of Shares to be Stated

          • TMA-3.2.9

            A partial offerG must be made for a precise number of shares, such number must be stated, and the offerG may not be declared unconditional as to acceptances unless acceptances are received for not less than that number.

            Amended: October 2019

        • Pro Rata Entitlement

          • TMA-3.2.10

            Partial offersG must be made to all shareholders of the class and arrangements must be made for those shareholders who wish to do so to accept in full for the relevant percentage of their holdings. Shares tendered in excess of this percentage must be accepted by the offerorG from each shareholder in the same proportion as the number tendered to the extent necessary to enable him to obtain the total number of shares for which he has offered.

            Amended: October 2019

          • TMA-3.2.11

            [This Paragraph was moved to Section TMA-2.26 in October 2019].

          • TMA-3.2.12

            [This Paragraph was moved to Section TMA-2.26 in October 2019].

      • TMA-3.3 Voluntary Offer

        • TMA-3.3.1

          A voluntary offerG is a take-overG offerG for the voting shares of a company made by a person when he has not incurred an obligation to make a mandatory offerG for the offereeG company under TMA-3.1.1.

          Amended: October 2019

        • TMA-3.3.2

          A voluntary offerG must be conditional upon the offerorG receiving acceptances in respect of voting rights which, together with voting rights acquired or agreed to be acquired before or during the offerG , will result in the offerorG and person acting in concertG with it holding more than 50% of the voting rights.

          Amended: October 2019

        • TMA-3.3.3

          A voluntary offerG must not be made subject to conditions whose fulfilment depends on the subjective interpretation or judgement by the offerorG or lies in the offeror'sG hands.

        • TMA-3.3.4

          Normal conditions, such as level of acceptance, approval of shareholders for the issue of new shares and listing, may be attached without reference to the CBB. The CBB should be consulted where other conditions would be attached.

        • TMA-3.3.5

          Where any condition states that the approval of a regulatory authority is required and where such approval is given subject to certain terms and conditions which substantially change the terms and circumstances of the offerG , the offerorG may, with the consent of the CBB, be permitted to withdraw its offerG .

          Amended: October 2019

        • TMA-3.3.6

          Subject to Paragraph TMA-3.1.6, if during an offer periodG of a non-mandatory offer, the offerorG is obliged under Paragraph TMA-3.1.1 to make a mandatory offerG , CBB should be consulted in advance. Under such circumstances, the offerorG is required to make an announcement.

          Amended: October 2019

        • TMA-3.3.7

          Voluntary offersG made must, in respect of each class of equity securitiesG involved, be in cash or securities or a combination thereof at not less than the highest price paid by the offerorG or any person acting in concertG with it for voting rights of the offereeG company during the offer periodG and within 6 months prior to its commencement.

          Amended: October 2019

        • Pre-Condition in Firm Offer Announcements and Offer Conditions

          • TMA-3.3.8

            An offerG must not normally be subject to conditions or pre-conditions which depend solely on subjective judgements by the directors of the offerorG or of the offereeG company (as the case may be) or the fulfillment of which is in their hands.

            Amended: October 2019

          • TMA-3.3.9

            The CBB may be prepared to accept an element of subjectivity in certain circumstances especially in cases involving official authorisations or regulatory clearances, the granting of which may be subject to additional material obligations for the offerorG or the offereeG company (as the case may be).

            Amended: October 2019

          • TMA-3.3.10

            [This Paragraph was deleted in October 2019].

        • Acceptability of Pre-Conditions

          • TMA-3.3.11

            Except with the consent of the CBB, an offerG must not be announced subject to a pre-condition unless the pre-condition involves:

            (a) A material official authorisation; or
            (b) A regulatory clearance; and
            (c) The offerG is publicly recommended by the board of the offereeG company; or
            (d) The CBB is satisfied that it is likely to prove impossible to obtain the authorisation or clearance within the timetable.

            The CBB must be consulted in advance if a person proposes to include a pre-condition to which the posting of the offerG will be subject.

            Amended: October 2019
            Amended: April 2013

          • TMA-3.3.12

            [This Paragraph was deleted in October 2019].

        • Invoking Conditions and Pre-Conditions

          • TMA-3.3.13

            An offerorG must not invoke any condition or pre-condition so as to cause the offerG not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition or pre-condition are of material significance to the offerorG in the context of the offerG . The acceptance condition is not subject to this provision.

            Amended: October 2019

          • TMA-3.3.14

            Following the announcement of a firm intention to make an offerG , an offerorG must use all reasonable efforts to ensure the satisfaction of any conditions or pre-conditions to which the offerG is subject.

            Amended: October 2019

        • Invoking Offeree Protection Conditions

          • TMA-3.3.15

            An offereeG company must not invoke, or cause or permit the offerorG to invoke, any condition to an offerG unless the circumstances which give rise to the right to invoke the condition are of material significance to the shareholders in the offereeG company in the context of the offerG .

            Amended: October 2019

      • TMA-3.4 Compulsory Acquisitions and Delisting

        • TMA-3.4.1

          A shareholder already holding or controlling 95% or more of the voting rights has to compulsorily offerG to acquire the remaining voting rights within 3 months from the date of acquisition of 95% or more.

          Amended: October 2019

        • TMA-3.4.2

          On the completion of the acquisition for the remaining shares in a compulsory acquisition, the offereeG company must apply to the CBB to delist from the licensed exchangeG .

          Amended: October 2019

        • TMA-3.4.3

          The consideration to be paid, or provided, for the acquisition of the voting rights to which the voluntary offerG relates shall consist solely of cash, securities, or a combination thereof at not less than the highest price paid by the offerorG or any person acting in concertG with it for shares of that class of the offereeG company during the offer periodG and within 6 months prior to its commencement.

          Amended: October 2019

      • TMA-3.5 [This Section was deleted in October 2019].

        • TMA-3.5.1

          [This Paragraph was deleted in October 2019].

        • [This subsection was deleted in October 2019].

          • TMA-3.5.2

            [This Paragraph was deleted in October 2019].

      • TMA-3.6 Restrictions Following an Offer

        • Delay of 12 Months before a Subsequent Offer

          • TMA-3.6.1

            Except with the consent of the CBB, where an offerG has been announced or posted but has not become or been declared wholly unconditional and has been withdrawn or has lapsed, neither the offerorG , nor any person who acted in concert with the offerorG in the course of the original offerG , nor any person who is subsequently acting in concertG with any of them, may within 12 months from the date on which such offerG is withdrawn or lapses either:

            (a) Announce an offerG or possible offerG for the offereeG company (including a partial offerG which could result in the offerorG and persons acting in concertG with it being interested in shares carrying 30% or more of the voting rights of the offereeG company);
            (b) Acquire any interest in shares of the offereeG company if the offerorG or any such person would thereby become obliged to make an offerG as per Section TMA-3.1;
            (c) Acquire any interest in, or procure an irrevocable commitment in respect of, shares of the offereeG company if the shares in which such person, together with any persons acting in concertG with him, would be interested and the shares in respect of which he, or they, had acquired irrevocable commitments would in aggregate carry 30% or more of the voting rights of the offereeG company;
            (d) Make any statement which raises or confirms the possibility that an offerG might be made for the offereeG company; or
            (e) Take any steps in connection with a possible offerG for the offereeG company where knowledge of the possible offerG might be extended outside those who need to know in the offerorG and its immediate advisers.
            Amended: October 2019

        • Restrictions on a Partial Offer

          • TMA-3.6.2

            The restrictions in Paragraph TMA-3.6.1 will also apply following a partial offerG :

            (a) Which could result in the offerorG and persons acting in concertG with it being interested in shares carrying not less than 30% but not holding shares carrying more than 50% of the voting rights of the offereeG company whether or not the offerG has become or been declared wholly unconditional. When such an offerG has become or been declared wholly unconditional, the period of 12 months runs from that date; and
            (b) For more than 50% of the voting rights of the offereeG company which has not become or been declared wholly unconditional.
            Amended: October 2019

          • TMA-3.6.3

            The restrictions in Paragraph TMA-3.6.1 will not normally apply following a partial offerG which could only result in the offerorG and persons acting in concertG with it being interested in shares carrying less than 30% of the voting rights of the offereeG company.

            Amended: October 2019

        • Delay of 6 Months

          • TMA-3.6.4

            Except with the consent of the CBB, if a person, together with any person acting in concertG with him, holds shares carrying more than 50% of the voting rights of a company, neither that person nor any person acting in concertG with him may, within 6 months of the closure of any previous offerG made by him to the shareholders of that company which became or was declared wholly unconditional, make a second offerG to any shareholder in that company, or acquire any interest in shares in that company, on more favourable terms than those made available under the previous offerG . For this purpose the value of a securities exchange offerG shall be calculated as at the date the offerG closed. In addition, special deals with favourable conditions attached may not be entered into during this 6-month period.

            Amended: October 2019

        • Restrictions on Dealings by a Competing Offeror

          • TMA-3.6.5

            Except with the consent of the CBB, where an offerG has been one of two or more competing offersG and has lapsed, neither that offerorG , nor any person acting in concertG with that offerorG , may acquire any interest in shares in the offereeG company on more favourable terms than those made available under its lapsed offerG until each of the competing offersG has either been declared unconditional in all respects or has itself lapsed. For these purposes, the value of the lapsed offerG shall be calculated as at the day the offerG lapsed.

            Amended: October 2019

    • TMA-4 Share Repurchases

      • TMA-4.1 Share Repurchases

        • Increase in Shareholding Deemed to be Acquisitions

          • TMA-4.1.1

            If as a result of a share repurchaseG a shareholder's proportionate interest in the voting rights of the repurchasing company increases, such increase will be treated as an acquisition of voting rights for purposes of this Module.

            Amended: October 2019

          • TMA-4.1.2

            As a result, a shareholder, or group of shareholders acting in concertG , could obtain or consolidate control of a repurchasing company and thereby become obliged to make a mandatory offerG . If so the CBB should be consulted at the earliest opportunity.

            Amended: October 2019

          • TMA-4.1.3

            In the case of a share repurchaseG by general offer the CBB will treat an application for a waiver from the requirement to make a mandatory offerG as if it were an application for a whitewash waiver. The CBB will normally grant such a waiver if:

            (a) The TMA Module implications of the share repurchaseG are disclosed in the repurchasing company's offer documentG ;
            (b) The share repurchaseG is approved in accordance with applicable shareholder approval requirements by those shareholders who could not become obliged to make a mandatory offerG as a result of the share repurchaseG ; and
            (c) For the purpose of this Section, dealings in relevant securities include share repurchasesG of the relevant securities of a repurchasing company.
            Amended: October 2019
            Amended: April 2013

        • Shareholders' Approval

          • TMA-4.1.4

            During the course of an offerG , or even before the date of the offerG if the board of the offereeG company has reason to believe that a bona fide offerG might be imminent, no redemption or purchase by the offereeG company of its own securities may, except in pursuance of a contract entered into earlier, be effected without the approval of the shareholders at a general meeting. The notice convening the meeting must include information about the offerG or anticipated offerG . Where an obligation or other special circumstance exists without a formal contract, the CBB must be consulted and its consent to proceed without a shareholders' meeting obtained.

            Amended: October 2019

        • Disclosure

          • TMA-4.1.5

            Dealings in relevant securities include the purchase of, or taking or exercising an option over, any of its own relevant securities by the offeree company. Shares repurchased by the offeree company are not considered outstanding for the purposes of voting, dividend or earnings per share calculations. Shares repurchased shall not be shown in the financial statements of the offeree company as a direct deduction from the outstanding shares or paid up share capital but must be represented as a deduction from other reserves and retained earnings. Therefore, listed companies shall not be entitled to repurchase its own shares unless it has sufficient distributable reserves or retained earnings. The total amount of securities of the relevant class remaining in issue following the redemption or purchase must also be disclosed.

            Amended: October 2019

        • Disclosure in the Offeree Board Circular

          • TMA-4.1.6

            The offereeG board circular must state the amount of relevant securities of the offereeG company which the offereeG company has purchased during the period commencing 6 months prior to the offer periodG and ending with the latest practicable date prior to the posting of the document, and the details of any such redemptions and purchases, including dates and prices.

            Amended: October 2019

        • Redemption or Purchase of Securities by the Offeror Company

          • TMA-4.1.7

            The offer documentG must state (in the case of a securities exchange offerG only) the amount of relevant securities of the offerorG which the offeror has purchased during the period commencing 6 months prior to the offer periodG and the details of any such purchases, including dates and prices.

            Amended: October 2019

        • Repurchase Limit

          • TMA-4.1.8

            A company listed on a licensed exchangeG may repurchase its own shares, after obtaining shareholder approval up to a maximum of 10% of its issued and paid-up share capital. The CBB's prior approval must be sought before the company can repurchase its own shares.

            Amended: October 2019

          • TMA-4.1.9

            The shares repurchase can be used by the company for the purpose of:

            (a) Employee Stock Option Plan;
            (b) Capital reorganisation schemes;
            (c) Reselling such shares in order to support its share price and liquidity on a licensed exchangeG ; or
            (d) For any other purpose with CBB approval.
            Amended: October 2019
            Amended: April 2013

          • TMA-4.1.10

            If the shares repurchased are not utilized for the purpose outlined in Paragraph TMA-4.1.9 for a period of 12 months without the consent of the CBB, such shares shall be considered redeemed and must be resold within the specified period.

            Amended: October 2019

    • Appendices

      • Appendix TMA-A Information to be Included Supporting a Whitewash Resolution

        (a) Details of the proposed issue of new securities or convertibles;
        (b) The dilution effect of issuing the new shares, or upon the exercise or conversion of th convertibles to be issued, to existing holders of voting rights;
        (c) The number and percentage of voting rights in the offeree company and the number of instruments convertible into, rights to subscribe for and option in respect of shares in the offeree company (other than the convertibles to be issued) held by the offeror and its concert parties as at the latest practicable date;
        (d) The number and percentage of voting rights to be issued to the offeror, or to be acquired by the offeror upon the exercise or conversion of the convertibles to be issued;
        (e) Where the proposal could result in the offeror holding shares carrying over 49% of the voting rights of the offeree company, there must be reference to this fact and to the fact that the offeror will be free to acquire further shares without incurring any obligation under TMA-3.1 to make a mandatory offer;
        (f) That shareholders, by voting for the whitewash resolution, are waiving their rights to a mandatory offer from the offeror at the highest price paid by the offeror and persons acting in concert with it for the shares of the offeree company in the past 6 months prior to the commencement;
        (g) That shareholders voting for the whitewash resolution could be foregoing the opportunity to receive a mandatory offer from another person who may be discouraged from making a mandatory offer due to the potential dilution effect of the convertibles;

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

        The public announcementG 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

      • Appendix TMA-C Offer Document for Takeovers, Mergers and Acquisitions

        • Offer and Offeror

          The following details of the offeror must be included in the offer document:

          (a) Name and address of the offeror and any financial advisor or other person making the offer on behalf of the offeror, and the principal members of the offeror's concert group;
          (b) The place of incorporation, a description of their capital structures, group structures, business and assets accompanied by a structural chart depicting the structure of the company.
          (c) If the offeror or persons acting in concert is a company, then the identity of the ultimate controlling shareholders, and the names of the directors and the directors of their ultimate parent companies, or where there is a listed company in the chain between such companies and their ultimate parent companies, the directors of such listed company;
          (d) A statement as to whether or not any securities acquired in pursuance of the offer will be transferred to any other persons, including the names of the persons of any such arrangement. Additionally, the terms and conditions of such arrangement;
          (e) CBB may at its discretion waive the above stated requirement (d); and
          (f) Offeror's intentions for the future of the company

          Details regarding the offeror's intentions for the future of the company must be included in the offer document:

          (a) Continuation of the business of the offeree company;
          (b) Strategic plans for the offeree company, and its repercussions on employment;
          (c) Any major changes to be introduced in the business, including redeployment of the fixed assets of the offeree company;
          (d) Long term commercial justification for the proposed offer; and
          (e) Continued employment of the employees and management of the offeree company and of its subsidiaries.
          Amended: April 2013

        • Shareholdings and Dealings

          The following details of the offeror's shareholding in the offeree company and other material information must be included in the offer document:

          (a) The shareholdings of the offeror in the offeree company;
          (b) In the case of securities exchange offers the shareholdings in the offeror and in the offeree company:
          (i) In which directors of the offeror are interested; and
          (ii) Which any persons acting in concert with the offeror own or control and the names of such persons;
          (c) By any persons who, prior to the posting of the offer document, have committed themselves to accept or reject the offer and the names of such persons;
          (d) Owned or controlled by a person with whom the offeror or any person acting in concert with the offeror has any arrangements involving rights over shares, and any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing; and
          (e) Dealings in offeror's shareholding during 6 months prior to offer period including prices, dates and volume.

          All conditions of the offer must be stated, including:

          (a) The price and other considerations to be paid for the securities.
          (b) Whether the offer is conditional upon acceptances being received in respect of a minimum number and the last day on which the offer can become unconditional to acceptances. This must include particulars of all documents required, and procedures to be followed for acceptances of an offer; and
          (c) A statement by the offeror regarding the intentions of availing of any powers of compulsory acquisition.
          Amended: April 2013

        • Market Prices of Offeree Company

          The closing price of the securities of the offeree company which are listed on the licensed Exchange, and are subject of the offer must be included in the offer document, as they stand:

          (a) On the latest practicable date prior to publication of the offer document;
          (b) On the last business day prior to the date of the initial announcement, if any;
          (c) On the last business day prior to the date of the announcement of a firm intention to make an offer; and
          (d) At the end of each of the calendar months during the period commencing 6 months prior to the commencement of the offer period and ending on the latest practicable date prior to the posting of the offer document.

          If any of the securities of the offeree company which are subject of the offer are not listed, any information available as to the number and price of transactions which have taken place during the period stated above should be stated along with the source.

          The highest and lowest closing market prices with the relevant dates during the period commencing 6 months prior the commencement of the offer period and ending on the latest practicable date prior to the posting of the offer document must be included in the offer document.

          Comparisons issued by the offeror between the value of the offer and previous prices of the offeree company's securities, then a comparison between the current value of the offer and the price of the offeree company's securities on the last business day prior to the commencement of the offer period must be included.

          Information should also be provided for securities of the offeror if the consideration for the offer involves such securities.

          Amended: April 2013

        • Offeror's Business

          Except with the consent of CBB, the following must be included in the offer document for all types of offers:

          (a) The nature of the offeror's business, its principal activities and its financial and trading prospects;
          (b) Details 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 (where applicable), extraordinary items, minority interests, the amount absorbed by dividends and earnings and dividends per share;
          (c) A statement of the assets and liabilities shown in the last published audited accounts;
          (d) If provided in the last published audited accounts, a cash flow statement and any other primary statement shown;
          (e) All material changes in the financial or trading position or outlook of the offeror, following the last published audited accounts or a statement that there are no material changes;
          (f) Significant accounting polices together with any points from the notes to the relevant published accounts which are of major relevance to an appreciation of the figures;
          (g) If, due to a change in an 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;
          (h) Except for cash offer seeking to privatize the offeree company, all offer documents must contain a description of how the offer is to be financed and the source of the finance. The principal lenders or arrangers of such finance must be named; and
          (i) If any arrangements are made where the offeror intends that the payment of interest on repayment of or security for any liability will depend to an extent on the business of the offeree company, then a description of the arrangements must be included.
          Amended: April 2013

        • Financial Information

          Where the offer includes an element of cash or any other asset except new securities to be issued by the offeror company, then an independent financial advisor must include a confirmation that sufficient resources are available to satisfy full implementation of the offer.

          When an offer involves issuance of unlisted securities, the value of such securities estimated by an advisor, including the assumptions and method used to arrive at that value must be stated.

          The offer document must contain a statement to the effect that settlement of the consideration to which any shareholder is entitled under the offer will be implemented in full in accordance with the terms of the offer.

        • Arrangements

          If any arrangement involving rights over shares, any indemnity arrangement, and any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing exist between the offeror or any person acting in concert should be stated, otherwise it should be stated that no such arrangements have been made.

          The following regarding any arrangements or agreements made between the offeror and another party should be included in the offer document:

          (a) Details of compensation arrangements to be given to any directors of the offeree company in connection with the offer; and
          (b) A statement to whether any agreement, arrangement or understanding, including any compensation agreement exists; including its details, in connection with the offer, between the offeror or any person acting in concert with it and the directors or shareholders of the offeree company.
          Amended: April 2013

        • Offering of Securities

          The offeror company should include the following in the offer document when the offeror is offering its securities in exchange for the securities of the offeree company:

          (a) The nature of its business and its financial and trading prospects;
          (b) The date and country of its incorporation;
          (c) The address of its head office;
          (d) The authorized and issued share capital and the rights of the shareholders in respect of capital, dividends and voting;
          (e) A precise description of the rights of the holders of the securities, including as to ranking for dividends and capital;
          (f) Details of shares issued and shares repurchased starting the end of the last financial year of the offeror;
          (g) Details of options, warrants and conversion rights affecting shares in the offeror;
          (h) Details of any reorganisation of capital during the 2 financial years previous to the commencement of the offer period;
          (i) Details of any bank overdrafts or loans, or other similar transactions, mortgages, charges, guarantees or other material contingent liabilities of the offeror and any of its subsidiaries, or, if there are no such liabilities, a statement to that effect. Details should be not more than 3 months preceding the latest practicable date prior to the posting of the document;
          (j) Details of any material litigation to which the offeror is, or may become, a party;
          (k) Details of every material contract entered into 2 years prior to the commencement of the offer period;
          (l) When and how the documents of title to the securities will be issued;
          (m) The effect of the offer on the directors of the offeror. If there will be no effect, this must be stated; and
          (n) The effect of full acceptance of the offer upon the offeror's assets, liabilities, profits and business which may be significant for a proper appraisal of the offer. This does not require a profit forecast to be made.
          Amended: April 2013

      • 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.

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