Chapter 5: Fundamental Transactions and Takeover Regulations
Part A: Interpretation and application

R88: Partial offers

  • (1) A partial offer is exempt from compliance with Part B and Part C of Chapter 5 of the Act and this Chapter-
    • (a) if-
      • (i) when making the offer, the offeror beneficially holds securities of a class entitling the offeror to exercise less than the prescribed percentage of voting rights; and
        • (ii) the offer is limited to a number of the relevant securities; and
          • (iii) if the offer is successfully completed, the offeror will still be able to exercise less than the prescribed percentage of voting rights; or
          • (b) if-
            • (i) when making the offer, the offeror holds securities entitling the offeror to exercise voting rights equal to or in excess of the prescribed percentage, but less than 100% of the voting rights; and
              • (ii) the offer is made for less than all the remaining securities of the class; and
                • (iii) if the offer is successfully completed, the offeror would still be able to exercise less than 100% of the voting rights.
              • (2) In sub-regulation (3), "partial offer percentage" means the percentage of securities of a particular class, which must be less than 100 percent of those securities, that the offeror offers to acquire on a pro rata basis from all holders of that class of securities.
                • (3) If, in response to a partial offer, a holder of securities tenders a number of securities-
                  • (a) equal to or less than the partial offer percentage, the offeror must accept the tender in full; or
                    • (b) greater than the partial offer percentage, the offeror must accept-
                      • (i) that number of securities in full equal to the partial offer percentage; and
                        • (ii) part or all of the excess tendered balance accepted on an equitable basis, provided that the aggregate of the acceptances shall not exceed the partial offer percentage.

                      Related Regulations

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