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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
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DFSA Codes of Practice
Amendments to Legislation
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  • TKO 14 Redemption or Acquisition of Own Capital

    • TKO 14.1 Redemption or acquisition of own shares

      • TKO 14.1.1

        When a Reporting EntityG redeems or acquires its own voting SharesG , any resulting increase in the percentage of voting rights held by a shareholder or group of shareholders acting in concert must be treated as an acquisition for the purpose of the RulesG in TKO Chapter 4.


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

        • TKO 14.1.1 Guidance

          1. The DFSAG should be consulted in advance in any case where this RuleG may become relevant. In appropriate circumstances the DFSAG may waive any resulting obligation to make a general BidG if there is a vote of independent shareholders and appropriate procedures are followed. See TKO Chapter 16.
          2. In the case of a redemption or reduction of capital which has as its purpose the elimination of a minority shareholding, the DFSAG may in appropriate circumstances require that at the relevant meetings the majority votes must be excluded.

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

      • TKO 14.1.2

        Where an obligation to extend a BidG arises as a consequence of application of TKO Rule 14.1.1, then, for the purposes of these RulesG :

        (a) the Reporting EntityG undertaking the redemption or acquisition is deemed to be the TargetG ;
        (b) where the obligation to extend the BidG arises as a consequence of a shareholder obtaining or consolidating control as a result of the redemption or purchase by the Reporting EntityG of its own shares, that shareholder must extend a BidG ;
        (c) where the obligation to extend the BidG arises as a consequence of a group of PersonsG acting in concert obtaining or consolidating control as a result of the redemption or purchase by the Reporting EntityG of its own shares, each such PersonG must extend a BidG ; and
        (d) the provisions of these RulesG relating to disclosure and, where possible, timing and periods of notice will apply with any necessary adaptation to meet that purpose.

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

        • TKO 14.1.2 Guidance

          Where an obligation to make a BidG arises as a consequence of PersonsG acting in concert, the DFSAG should be consulted at the earliest opportunity to determine whether any waiver or modification of this RuleG is appropriate. See also TKO Rule 4.1.1 and accompanying GuidanceG .


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

      • TKO 14.1.3

        Any redemption or acquisition of SecuritiesG of the BidderG or SharesG of the TargetG made or to be made in terms of a BidG or any such redemption or acquisition effected within 12 months prior to the commencement of the Bid PeriodG must be disclosed in accordance with TKO Section 3.4 and in all relevant Bid DocumentsG and Target CircularsG .


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

        • TKO 14.1.3 Guidance

          Nothing in this RuleG limits or displaces any obligation of disclosure that a BidderG or TargetG or other PersonG may have aside from these RulesG and irrespective of the existence of, or obligation to extend, a BidG .


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

    • TKO 14.2 Other methods of bid

      • TKO 14.2.1

        Where a BidG is implemented by a scheme of arrangement or conversion of SecuritiesG or any other method, then, for the purposes of these RulesG :

        (a) the DFSAG must be consulted in advance;
        (b) in the case of a scheme of arrangement, the Reporting EntityG in respect of which the scheme is proposed is deemed to be the TargetG , and the PersonsG who will be the holders of SharesG of the Reporting EntityG after the scheme of arrangement has been sanctioned are deemed to be the BidderG ; and
        (c) the provisions of these RulesG relating to disclosure and, where possible, timing and periods of notice will apply with any necessary adaptation to meet that purpose.

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