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Dubai Financial Services Authority (DFSA): Contents

Dubai Financial Services Authority (DFSA)
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Takeover Rules Module (TKO) [VER7/02-16]

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The definitive version of DFSA handbook text is the PDF version as that is the text of the instrument as made and published by the DFSA.

To view past versions of this module in PDF format, please visit the Archive.

TKO 1 Introduction and the Takeover Principles
TKO 1.1 The takeover rules
TKO 1.2 Application of these rules
TKO 1.3 Regulatory proceedings in the FMT
TKO 1.4 Interpretation and definitions
TKO 1.5 The takeover principles
TKO 2 The Approach, Announcements and Advice
TKO 2.1 The approach
TKO 2.2 Secrecy before announcements
TKO 2.3 Announcement of a possible bid
TKO 2.4 Announcement of a firm intention to make a bid
TKO 2.5 Announcements in other circumstances
TKO 2.6 Mode of publication of an announcement
TKO 2.7 Governing bodies to obtain independent advice
TKO 3 Restricted Dealings Before and During an Offer Period
TKO 3.1 Acquisitions before a bid period
TKO 3.2 Acquisitions during a bid period
TKO 3.3 Restrictions on the sale of shares during a bid period
TKO 3.4 Disclosure of dealings during a bid period
TKO 4 Mandatory Bids
TKO 4.1 Requirement for a mandatory bid
TKO 4.2 Conditions and consents
TKO 4.3 Consideration to be offered
TKO 4.4 Obligations of directors selling shares
TKO 4.5 Restrictions on exercise of control by a bidder
TKO 5 The Terms of a Voluntary Bid
TKO 5.1 The acceptance condition
TKO 5.2 Requirement for a bid in cash
TKO 5.3 Subjective conditions
TKO 6 Provisions Applicable to All Bids
TKO 6.1 Where there is more than one class of shares
TKO 6.2 Appropriate bid for options, convertibles and rights
TKO 6.3 Special deals with favourable conditions
TKO 6.4 Announcement of acceptance levels
TKO 6.5 Use of proxies and authorities in relation to acceptances
TKO 7 Conduct During a Bid
TKO 7.1 Standards and responsibilities for care and accuracy
TKO 7.2 Distribution of documents and announcements
TKO 7.3 Equality of information
TKO 7.4 Restrictions on frustrating action
TKO 8 Documents Issued by Governing Bodies
TKO 8.1 The general obligation as to information
TKO 8.2 Bid document and target circular disclosures
TKO 8.3 Documents subsequently sent to shareholders
TKO 8.4 Availability of documents for inspection
TKO 9 Profit Forecasts
TKO 9.1 References to profit forecasts
TKO 9.2 Standards of care
TKO 9.3 Assumptions
TKO 9.4 Reports in connection with profit forecasts
TKO 9.5 Statements to be treated as profit forecasts
TKO 9.6 Miscellaneous rules relating to forecasts
TKO 10 Asset Valuations
TKO 10.1 Valuations in connection with a bid
TKO 10.2 Opinion and consent letters
TKO 11 Bid Timing and Revision
TKO 11.1 Filing and posting the bid document and target circular
TKO 11.2 Closing dates and extensions
TKO 11.3 Settlement of consideration
TKO 11.4 Revision of bids
TKO 11.5 Alternative bids
TKO 11.6 Withdrawal of acceptances
TKO 12 Restrictions Following Bids
TKO 12.1 Delay of twelve months
TKO 13 Partial Bids
TKO 13.1 Application of this chapter
TKO 13.2 DFSA consent required
TKO 13.3 Restrictions and requirements
TKO 14 Redemption or Acquisition of Own Capital
TKO 14.1 Redemption or acquisition of own shares
TKO 14.2 Other methods of bid
TKO 15 [Deleted]
TKO 15.1 [Deleted]
TKO 15.2 [Deleted]
TKO 16 Waivers or Modifications
TKO 16.1 Applications to waive or modify the Markets Law 2012 and rules
TKO 17 Enforcement
TKO 17.1 Applicable provisions
TKO App1 Contents of Bid Documents
TKO A1.1 Disclosure as to the bidder and its intentions
TKO A1.2 Financial Disclosure in Securities Exchange Bid
TKO A1.3 Disclosure of shareholdings and dealings
TKO A1.4 Other disclosures
TKO App2 Contents of Target Circulars
TKO A2.1 Disclosure in initial target circular
TKO A2.2 Financial disclosure
TKO App3 Contents of Subsequent Documents
TKO A3.1 Obligation to update material information
TKO App4 [Deleted]