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  • FER 5 Takeover Fees

    • FER 5.1 Bid Documents

      • FER 5.1.1

        (1) FeesG are payable on Bid DocumentsG and the BidderG is responsible for the payment to the DFSAG of the applicable fee in accordance with (2) and (3).
        (2) The BidderG must pay to the DFSAG the fee specified in the right hand column of the table in (4) which corresponds to the value of the BidG specified in the left hand column of the table.
        (3) In regard to the value of the BidG for the purposes of (2):
        (a) where there are alternative BidsG , the alternative with the highest value must be used to calculate the value of the BidG . BidsG for all classes of equity Share capital must be included in the calculation of the value of the BidG , but BidsG for non-equity Share capitalG , ConvertiblesG , OptionsG and the like must not;
        (b) when a merger is effected by BidsG for both entities by a new entity created to make the BidsG , the fee will be determined by the value of the lower of the two BidsG ; and
        (c) when the fee falls to be calculated on the basis of the value of the SecuritiesG to be issued as consideration, it must be computed by reference to the closing price of the relevant SecuritiesG at the last practicable date before the publication of the Bid DocumentG as stated in that document or, as the case may be, by reference to the estimated value of any unlisted SecuritiesG consideration given in the document.
        (4) This is the table referred to in (2):
        Value of the Bid in US$ million Fee in US$
        Less than 5 7,500
        Over 5 to 25 15,000
        Over 25 to 100 55,000
        Over 100 to 500 150,000
        Over 500 370,000

        Derived from DFSA RM52/2007 (Made 1st December 2007). [VER1/12-07]
        [Amended] DFSA RM152/2015 (Made 10th June 2015). [VER10/06-15]

        • FER 5.1.1 Guidance

          (1) Where a BidderG issues a revised Bid DocumentG that increases the value of the BidG , the DFSAG will require payment of the difference between the fee that would be applicable under the table in FER Rule 5.1.1 (4) in respect of the value of the revised BidG , and the fee previously paid in respect of the value of the initial BidG .
          (2) In relation to the giving of an estimated value of any unlisted SecuritiesG consideration, see TKO Rule 1.4.1 (m).

          Derived from DFSA RM52/2007 (Made 1st December 2007). [VER1/12-07]

      • FER 5.1.2

        In all cases a note setting out the calculation of the fee must accompany the Bid DocumentG provided to the DFSAG . If the BidG is revised, a similar note must be provided with the revised Bid DocumentG and any necessary further payment.

        Derived from DFSA RM52/2007 (Made 1st December 2007). [VER1/12-07]