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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]
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  • TKO 8 Documents Issued by Governing Bodies

    • TKO 8.1 The general obligation as to information

      • TKO 8.1.1

        The Governing BodiesG of the BidderG and TargetG must give sufficient information and advice to the shareholders of the TargetG to enable them to reach a properly informed decision as to the merits of a BidG . Such information must be made available to such shareholders early enough to enable them to make a timely and informed decision.


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

      • TKO 8.1.2

        The Governing BodiesG of BidderG and TargetG must make timely disclosure of all statements, notices, declarations and other documents such as the Bid DocumentG and the Target CircularG in the same manner as a market disclosure under Rule 4.7.1 of the Markets Rules.

        [Added] DFSA RM40/2007 (Made 8th February 2007). [VER2/02-07]
        [Amended] DFSA RM87/2012 (Made 14th June 2012). [VER5/06-12]

        • TKO 8.1.2 Guidance

          This provision applies Rule 4.7.1 of the Markets Rules in respect of the BidderG and TargetG to a takeover regardless of whether they are Reporting EntitiesG . For the avoidance of doubt, specific obligations to make disclosure are also contained in Rules TKO 2.6.1, and TKO 3.4.1.

          [Added] DFSA RM40/2007 (Made 8th February 2007). [VER2/02-07]
          [Amended] DFSA RM87/2012 (Made 14th June 2012). [VER5/06-12]

    • TKO 8.2 Bid document and target circular disclosures

      • TKO 8.2.1

        In its Bid DocumentG , the BidderG must disclose the information specified in TKO App1, together with any other relevant information to enable the Target'sG shareholders to reach a properly informed decision.


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

      • TKO 8.2.2

        The Governing BodyG of the TargetG must circulate its views on the BidG , including any alternative BidsG , to its shareholders in a Target CircularG .


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

        • TKO 8.2.2 Guidance

          Nothing in these RulesG precludes a BidderG and a TargetG issuing a joint document under which they comply with their respective obligations.


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

      • TKO 8.2.3

        In its initial Target CircularG , the Governing BodyG of the TargetG must disclose the information specified in TKO App2 (whether recommending acceptance or rejection of the BidG ), together with any other information it considers to be relevant to enable its shareholders to reach a properly informed decision on the BidG .


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

    • TKO 8.3 Documents subsequently sent to shareholders

      • TKO 8.3.1

        Documents subsequently sent to shareholders of the TargetG by either the BidderG or TargetG during the Bid PeriodG must contain the information specified in TKO App3.


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

    • TKO 8.4 Availability of documents for inspection

      • TKO 8.4.1

        Where a BidderG or TargetG :

        (a) has prepared or possesses any document prescribed in TKO Rule 8.4.2; or
        (b) has referred to or relied upon any document prescribed in TKO Rule 8.4.2 in its Bid DocumentG or Target CircularG ;

        the BidderG or TargetG respectively must make any such document available for inspection from the time the Bid DocumentG or Target CircularG , as appropriate, is published until the end of the Bid PeriodG . The Bid DocumentG or Target CircularG must state which documents are so available and the place in the DIFCG where inspection can be made.


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

      • TKO 8.4.2

        The following documents are prescribed for the purposes of TKO Rule 8.4.1:

        (a) Where a profit forecast has been made:
        (i) the reports of the auditors or reporting accountants (TKO Rule 9.4.1); and
        (ii) the letters giving the consents of the auditors or reporting accountants and appropriate external valuers to the issue of the relevant document, with the report in the form and context in which it is included or, if appropriate, to the continued use of the report in a subsequent document (TKO Rule 9.4.4 and TKO Rule 9.6.1).
        (b) Where an asset valuation has been made:
        (i) the valuation certificate and associated report or a schedule containing details of the aggregate valuation (TKO Section 10.2); and
        (ii) a letter stating that the valuer has given and not withdrawn his consent to the publication of his valuation certificate in the form and context in which it is included in the relevant document.
        (c) Any document evidencing an irrevocable commitment to accept a BidG or any arrangement, undertaking or agreement relating to the commitment to accept a BidG or to the circumstances in which the BidderG may or may not invoke or seek to invoke a condition to its BidG .
        (d) The memorandum and articles of association of the TargetG , and where there is a Securities Exchange BidG , also of the BidderG .
        (e) The annual financial statements of the TargetG , and, where there is a Securities Exchange BidG , also the BidderG for the last three completed financial years in respect of which audited annual financial statements have been issued.
        (f) Any other document materially relied upon in the Bid DocumentG or Target CircularG .

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

        • TKO 8.4.2 Guidance

          The DFSAG may waive or modify the application of certain provisions of this TKO Section 8.4 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]