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Dubai Financial Services Authority (DFSA): Contents

Dubai Financial Services Authority (DFSA)
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Takeover Rules Module (TKO) [VER7/02-16]
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  • TKO App2 Contents of Target Circulars

    • TKO A2.1 Disclosure in initial target circular

      • TKO A2.1.1

        The Governing BodyG of the TargetG must disclose the following information:

        (a) the substance of the advice given to it by its external advisers;
        (b) where relevant, its views on the statements in the Bid DocumentG regarding the Bidder'sG intentions in respect of the TargetG and its DirectorsG made pursuant to TKO A1.1;
        (c) details of the holdings of SecuritiesG of the TargetG in the BidderG ;
        (d) details of the holdings of SharesG in the TargetG and SecuritiesG in the BidderG in which DirectorsG of the TargetG are directly or indirectly interested;
        (e) details of the holdings of SharesG in the TargetG and (in the case of a Securities Exchange BidG only) of SecuritiesG in the BidderG which any PersonG acting in concert with the TargetG owns or controls and the holdings of SharesG in the TargetG and, (in the case of a Securities Exchange BidG only) of SecuritiesG in the BidderG , owned or controlled by a subsidiary of the TargetG , or by any PersonG acting in concert with it;
        (f) details of the holdings of SharesG in the TargetG and (in the case of a Securities Exchange BidG only) of SecuritiesG in the BidderG owned or controlled by a PersonG who has any agreements, arrangements or understandings of the kind referred to in TKO A1.4.1 (j) and (k) with the TargetG or with any PersonG acting in concert with the TargetG ;
        (g) details of any agreements, arrangements or understandings of the kind referred to in TKO A1.4.1 (j) and (k) or, if there are none, a statement to that effect;
        (h) material particulars of all service contracts of any DirectorG or proposed DirectorG of the TargetG with the entity or any of its subsidiaries, or, if there are none, a statement to that effect; and
        (i) whether the DirectorsG of the TargetG intend, in respect of their own beneficial holdings of SharesG , to accept or reject the BidG .

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

      • TKO A2.1.2

        If any PersonG whose holdings of SharesG or SecuritiesG are required by TKO A2.1.1 to be disclosed has dealt for value in the SharesG or SecuritiesG in question during the period beginning six months prior to the Bid PeriodG and ending with the latest practicable date prior to the posting of the Target CircularG , the details, including dates and prices, must be stated. If no such dealings have taken place, that fact must be stated.


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

    • TKO A2.2 Financial disclosure

      • TKO A2.2.1

        The TargetG must disclose the following information relating to its financial affairs:

        (a) for the past 3 financial years for which the information has been published, turnover, net profit or loss before and after taxation, the amount of tax, extraordinary items, minority shareholders' interests, the amount absorbed by dividends and earnings and dividends per ShareG ;
        (b) a statement of the assets and liabilities shown in the latest published audited accounts;
        (c) a cash flow statement if provided in the latest published audited accounts;
        (d) all known material changes in the financial or trading position of the TargetG subsequent to the latest published audited accounts or a statement that there are no known material changes;
        (e) details relating to items referred to in paragraph (a) above in respect of any interim statement or preliminary announcement made since the latest published audited accounts;
        (f) inflation-adjusted information relating to paragraphs (a) and (b) if any has been published;
        (g) significant accounting policies together with any points from the notes to the accounts which are of major relevance to an appreciation of the figures, including those relating to inflation adjusted information;
        (h) details of any reorganisation of capital including capital raisings during the two financial years preceding the commencement of the Bid PeriodG ; and
        (i) details of any bank overdrafts or loans, or other similar indebtedness, mortgages, charges or guarantees or other material contingent liabilities of the TargetG and any of its subsidiaries, or, if there are no such liabilities, a statement to such effect.

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