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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
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Financial Markets Tribunal
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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 Bodies of the Bidder and Target must give sufficient information and advice to the shareholders of the Target to enable them to reach a properly informed decision as to the merits of a Bid. 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 Bodies of Bidder and Target must make timely disclosure of all statements, notices, declarations and other documents such as the Bid Document and the Target Circular 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 Bidder and Target to a takeover regardless of whether they are Reporting Entities. 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 Document, the Bidder must disclose the information specified in TKO App1, together with any other relevant information to enable the Target's shareholders to reach a properly informed decision.


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

        • TKO 8.2.1 Guidance

          See also TKO Rule 11.1.1.


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

      • TKO 8.2.2

        The Governing Body of the Target must circulate its views on the Bid, including any alternative Bids, to its shareholders in a Target Circular.


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

        • TKO 8.2.2 Guidance

          Nothing in these Rules precludes a Bidder and a Target 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 Circular, the Governing Body of the Target must disclose the information specified in TKO App2 (whether recommending acceptance or rejection of the Bid), together with any other information it considers to be relevant to enable its shareholders to reach a properly informed decision on the Bid.


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

        • TKO 8.2.3 Guidance

          See also TKO Rule 11.1.2.


          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 Target by either the Bidder or Target during the Bid Period 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 Bidder or Target:

        (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 Document or Target Circular;

        the Bidder or Target respectively must make any such document available for inspection from the time the Bid Document or Target Circular, as appropriate, is published until the end of the Bid Period. The Bid Document or Target Circular must state which documents are so available and the place in the DIFC 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 Bid or any arrangement, undertaking or agreement relating to the commitment to accept a Bid or to the circumstances in which the Bidder may or may not invoke or seek to invoke a condition to its Bid.
        (d) The memorandum and articles of association of the Target, and where there is a Securities Exchange Bid, also of the Bidder.
        (e) The annual financial statements of the Target, and, where there is a Securities Exchange Bid, also the Bidder 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 Document or Target Circular.

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

        • TKO 8.4.2 Guidance

          The DFSA 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 Rules.


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