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Dubai Financial Services Authority (DFSA): Contents

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

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  • TKO 6 Provisions Applicable to All Bids

    • TKO 6.1 Where there is more than one class of shares

      • TKO 6.1.1

        Where a TargetG has more than one class of SharesG as its capital, the BidderG must:

        (a) make a fair and appropriate BidG , having regard to current circumstances, for each class whether such capital carries voting rights or not;
        (b) consult the DFSAG in advance of such a BidG being made; and
        (c) ensure that a BidG for non-voting SharesG is not conditional on any particular level of acceptances in respect of that class unless the BidG for the voting SharesG is also conditional on the success of the BidG for the non-voting SharesG .

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

        • TKO 6.1.1 Guidance

          A fair and appropriate BidG need not necessarily be an identical BidG .

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

      • TKO 6.1.2

        Classes of non-equity ShareG capital need not be the subject of a BidG , except in the circumstances referred to in TKO Rule 4.1.1.

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

      • TKO 6.1.3

        Where a BidG is made for more than one class of SharesG , separate BidsG must be made for each class.

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

    • TKO 6.2 Appropriate bid for options, convertibles and rights

      • TKO 6.2.1

        When a BidG is made for SharesG and the TargetG has:

        (a) issued options conferring a right to acquire SharesG ;
        (b) issued ConvertiblesG conferring a right to convert a SecurityG into SharesG ; or
        (c) issued subscription rights conferring a right to subscribe for SharesG ;

        which remain outstanding, the BidderG must make a BidG or proposal to the holders of each such category of options, ConvertiblesG or subscription rights.

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

      • TKO 6.2.2

        A BidG or proposal under TKO Rule 6.2.1 must, in relation to the holders in each such category:

        (a) be fair and appropriate;
        (b) provide equal treatment; and
        (c) ensure that their interests are safeguarded.

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

    • TKO 6.3 Special deals with favourable conditions

      • TKO 6.3.1

        A BidderG or PersonsG acting in concert with it must not make any arrangements with shareholders and must not deal or enter into arrangements to deal in SharesG of the TargetG , or enter into arrangements which involve acceptance of a BidG , either during a BidG or when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders.

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

        • TKO 6.3.1 Guidance

          The DFSAG may waive or modify the application of TKO Rule 6.3.1 if it is satisfied that circumstances are appropriate. See TKO Chapter 16 of these RulesG .

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

    • TKO 6.4 Announcement of acceptance levels

      • TKO 6.4.1

        By 9:00am (Dubai time) at the latest on the business day following the day on which a BidG is due to expire, or becomes or is declared unconditional as to acceptances, or is extended, the BidderG must make an appropriate announcement including an announcement made in the same manner as a market disclosure required under Rule 4.7.1 of the Markets Rules.

        Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]
        [Amended] DFSA RM87/2012 (Made 14th June 2012). [VER5/06-12]

      • TKO 6.4.2

        The announcement must state the total numbers of SharesG and rights over SharesG (as nearly as practicable);

        (a) for which acceptances of the BidG have been received;
        (b) held before the Bid PeriodG ; and
        (c) acquired or agreed to be acquired during the Bid PeriodG ;

        and must specify the percentages of the relevant classes of SharesG represented by these numbers.

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

        • TKO 6.4.2 Guidance

          1. See also TKO Rule 11.2.2.
          2. If, during a BidG , any statements are made by a BidderG or its advisers about the level of acceptances of the BidG or the number or percentages of shareholders who have accepted the BidG , an immediate announcement must be made in conformity with these RulesG .
          3. If a BidderG fails within the time limit to comply with the requirements in this Section, the DFSAG or Authorised Market InstitutionG (as appropriate) may consider a temporary suspension of listing of the Target'sG SharesG and, where appropriate, the Bidder'sG SharesG until the relevant information is given.

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

    • TKO 6.5 Use of proxies and authorities in relation to acceptances

      • TKO 6.5.1

        A BidderG must not require the shareholders of the TargetG , as a term of his acceptance of a BidG , to appoint a proxy to vote in respect of those SharesG or to appoint a particular PersonG to exercise any other rights or take any other action in relation to those SharesG unless the appointment is on the following terms, which must be set out in the Bid DocumentG :

        (a) the proxy may not vote, the rights may not be exercised and no other action may be taken unless the BidG is wholly unconditional or, in the case of voting by the proxy, the BidG will become wholly unconditional or lapse immediately upon the outcome of the resolution in question;
        (b) where relevant, the votes are to be cast as far as possible to satisfy any outstanding condition of the BidG ;
        (c) the appointment ceases to be valid if the acceptance is withdrawn; and
        (d) the appointment applies only to SharesG in respect of which there is an acceptance of the BidG .

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