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Dubai Financial Services Authority (DFSA): Contents

Dubai Financial Services Authority (DFSA)
Laws
Rulebook Modules
Takeover Rules Module (TKO) [VER7/02-16]
Sourcebook Modules
Consultation Papers
Policy Statements
DFSA Codes of Practice
Amendments to Legislation
Media Releases
Notices
Financial Markets Tribunal
Archive

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  • TKO 5 The Terms of a Voluntary Bid

    • TKO 5.1 The acceptance condition

      • TKO 5.1.1

        It must be the condition of any BidG for voting equity ShareG capital which, if accepted in full, would result in the BidderG holding SharesG carrying over 50% of the voting rights of the TargetG , that the BidG will not become or be declared unconditional as to acceptances unless the BidderG has acquired or agreed to acquire (either pursuant to the BidG or otherwise) SharesG carrying over 50% of the voting rights attributable to:

        (a) the equity ShareG capital alone; and
        (b) the equity ShareG capital and the non-equity ShareG capital combined.

        Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]

    • TKO 5.2 Requirement for a bid in cash

      • TKO 5.2.1

        Where the SharesG of any class under BidG in the TargetG acquired for cash by a BidderG or any PersonG acting in concert with it during the Bid PeriodG , or within six months prior to its commencement, carry 10% or more of the voting rights currently exercisable at a class meeting of that class, the BidG for that class must be in cash or accompanied by a cash alternative at not less than the highest price paid by the BidderG or any PersonG acting in concert with it for SharesG of that class during the Bid PeriodG or within six months prior to its commencement.


        Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]

        • TKO 5.2.1 Guidance

          1. The DFSAG may waive or modify the application of TKO Rule 5.2.1 if it is satisfied that circumstances are appropriate. For example, if the BidderG considers that the highest price ought not to apply in a particular case, it must consult the DFSAG , which may grant a waiver or modification to reflect an adjusted price. See TKO Chapter 16 of these RulesG .
          2. Also note related provisions TKO Rule 3.1.1 (acquisitions before a Bid PeriodG ) and TKO Rule 4.3.1 (consideration to be offered in a Mandatory BidG ).

          Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]

    • TKO 5.3 Subjective conditions

      • TKO 5.3.1

        Subject to prior consent of the DFSAG , a BidG shall not be subject to conditions which depend solely on subjective judgements by the DirectorsG of the BidderG or the fulfilment of which is in their hands.


        Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]

        • TKO 5.3.1 Guidance

          1. The DFSAG may be prepared to accept an element of subjectivity in certain special circumstances where it is not practicable to specify all the factors on which satisfaction of a particular condition may depend. This may especially arise in cases involving official authorisations, the granting of which may be subject to an additional material obligation of the BidderG . Consent would also normally be granted where an announcement for a BidG is to be expressed as being conditional on statements or estimates being appropriately verified.
          2. A BidderG should not invoke any condition, other than the acceptance condition, so as to cause the BidG to lapse unless the circumstances which give rise to the right to invoke the condition are of material significance to the BidderG in the context of the BidG .
          3. Conditions that depend solely on a force majeure are not prohibited by this RuleG .

          Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]