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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 7 Conduct During a Bid

    • TKO 7.1 Standards and responsibilities for care and accuracy

      • TKO 7.1.1

        A BidderG and the TargetG , respectively, must ensure that each document or advertisement issued, or statement made, by them or on their behalf during the course of a BidG :

        (a) satisfies the highest standards of accuracy;
        (b) adequately and fairly presents any information contained in it; and
        (c) will not mislead shareholders and the market or create uncertainty.

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

        • TKO 7.1.1 Guidance

          1. This RuleG applies whether the document, advertisement or information is issued directly by the BidderG or TargetG or by an adviser on their behalf.
          2. Campaigns in which shareholders are contacted by telephone should be conducted only by staff of the financial advisers who are fully conversant with the requirements of and their responsibilities under the RulesG . Only previously published information which remains accurate, and is not misleading at the time it is quoted, should be used in telephone campaigns. Shareholders should not be put under pressure and should be encouraged to consult their professional advisers.

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

      • TKO 7.1.2

        Each document issued to shareholders or advertisements published in connection with a BidG , in which there is a material expression of opinion must state that the DirectorsG of the BidderG and/or, where appropriate, the TargetG , accept responsibility for the information contained in the document or advertisement and that to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained in the document or advertisement is in accordance with the facts and, where appropriate, that it does not omit anything likely to affect the import of such information.


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

      • TKO 7.1.3

        If it is proposed that any DirectorG shall be excluded from such a statement referred to in TKO Rule 7.1.2, the omission and the reasons for it must be stated in the document or advertisement.


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

    • TKO 7.2 Distribution of documents and announcements

      • TKO 7.2.1

        Copies of all relevant documents and announcements bearing on a BidG , and of advertisements and any material to be released to the media, must at the time of release be filed with the DFSAG .


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

        • TKO 7.2.1 Guidance

          The time of filing of Bid DocumentsG and Target CircularsG with the DFSAG is addressed in TKO Section 11.1.


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

      • TKO 7.2.2

        Copies of all relevant documents and announcements when issued or made must also be made available at the same time to the advisers to all other parties to the BidG .


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

    • TKO 7.3 Equality of information

      • TKO 7.3.1

        Subject to TKO Rule 7.3.2, information about entities involved in a BidG must be made equally available to all shareholders as nearly as possible at the same time and in the same manner.


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

      • TKO 7.3.2

        TKO Rule 7.3.1 does not apply to:

        (a) the furnishing of information in confidence by a TargetG to a bona fide potential BidderG or vice versa; or
        (b) the issue of circulars to their own investment clients by brokers or advisers to any party to the transaction.

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

      • TKO 7.3.3

        Any information, including particulars of shareholders, given to one BidderG or potential BidderG , must, on request, be furnished equally and as promptly to another BidderG or bona fide potential BidderG , even if that other BidderG is less welcome.


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

      • TKO 7.3.4

        If the BidG or potential BidG is for a management buy-out or similar transaction, the BidderG or potential BidderG must, on request, forthwith furnish the independent DirectorsG of the TargetG or its advisers with all information which has been furnished by the BidderG or potential BidderG to external providers or potential providers of finance (whether equity or debt) for the buy-out.


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

    • TKO 7.4 Restrictions on frustrating action

      • TKO 7.4.1

        During the course of a BidG , or even before the date of the BidG if the Governing BodyG of the TargetG has reason to believe that a bona fide BidG might be imminent, the Governing BodyG must not, except in pursuance of a contract entered into earlier, without the approval of the shareholders to the relevant proposal given in general meeting:

        (a) issue any authorised but unissued SharesG ;
        (b) issue or grant options in respect of any unissued SharesG ;
        (c) create or issue, or permit the creation or issue of, any SecuritiesG carrying rights of conversion into or subscription for SharesG ;
        (d) sell, dispose of or acquire, or agree to sell, dispose of or acquire, assets of a material amount;
        (e) enter into contracts otherwise than in the ordinary course of business; or
        (f) pay any dividend which is abnormal as to timing and amount.

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

      • TKO 7.4.2

        The notice convening the general meeting of shareholders must include information about the BidG or contemplated BidG .


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

      • TKO 7.4.3

        Where it is considered that an obligation or other special circumstance already exists, although a formal contract has not been entered into, the DFSAG must be consulted and its consent obtained to proceed without a meeting of shareholders.


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