Chapter 5: Fundamental Transactions and Takeover Regulations
Part C: Announcements and offers
R102: General timeline of offers
- (1) In this regulation, and in regulations 103 to 106, "general offer" means an offer contemplated in section 117 (1)(c)(v).
- (2) An offeror's offer circular, or combined offer circular, must be posted within-
- (a) 20 business days after the date of publication of a firm intention announcement; or
- (b) such longer period allowed by the Executive Director, on good cause shown.
- (3) The opening date of a general offer, mandatory offer or partial offer is the day after the date of posting of the offeror's offer circular, or combined offer circular, as the case may be.
- (4) A general offer, mandatory offer or partial offer must remain open for at least 30 business days after the opening date.
- (5) Subject to sub-regulations (6) and (7), a general offer, mandatory offer or partial offer must state-
- (a) a closing date;
- (b) an initial closing date, with a right to extend; or
- (c) an objective method of determining the closing date.
- (6) If the offeree regulated company is listed on an exchange, the closing date must be a Friday.
- (7) With respect to an exchange timetable regarding offers, the closing date of an offer is also the last day to trade, and holders accordingly-
- (a) are entitled to acquire securities up to and including the closing date of an offer; and
- (b) are able to accept an offer in respect of all securities beneficially held, or acquired, up to and including the closing date of an offer.
- (8) An offer relating to a Section 117(1)(c)(i) disposal, Section 117(1)(c)(ii) amalgamation or merger or Section 117(1)(c)(iii) scheme of arrangement must state-
- (a) an expected effective or operative date; or
- (b) an objective method of determining the effective or operative date.
- (9) Within 20 business days after an offeror offer circular has been posted, the independent board must post the offeree response circular.
- (10) On the 45th business day after the day upon which a conditional general offer opened an announcement shall be made by no later than 16:30 as to whether the offer is unconditional as to acceptances, or has terminated.
- (11) No announcement revising an offer consideration may be posted on or after the 45th business day after an offer has opened unless the offer is unconditional as to acceptances.
- (12) The consideration must be settled within six business days after the later of-
- (a) the offer being declared wholly unconditional; and
- (b) acceptance thereof by a holder.
- (13) An offer may not be implemented or given effect to until-
- (a) a request has been made to the Panel for a compliance certificate; and
- (b) the Panel has issued a compliance certificate.
Related Regulations
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Related Sections
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Related Notes
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Related Forms
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