Entire Section

TKO 1.1.1

The Rules in this Module (TKO) comprise the Takeover Rules referred to in the Markets Law 2012.

TKO 1.1.2 TKO 1.1.2

Unless the context otherwise provides, a reference to "Rules" in this Module is a reference to these Takeover Rules.

TKO 1.2.1 TKO 1.2.1

The Rules in this Module (TKO) apply to Persons to whom the Markets Law 2012 applies, and in particular:

TKO 1.2.2

Subject to TKO Rule 1.2.3, the Rules apply to offers or bids for Shares of a Reporting Entity, and also to Convertibles, options and subscription rights relating to a Reporting Entity as provided TKO Section 6.2 of the Rules.

TKO 1.2.3 TKO 1.2.3

The Rules do not apply in respect of offers or bids for Shares of a Person who is a Reporting Entity solely by reason of one or more of the following:

TKO 1.3.1 [Deleted]

TKO 1.3.2 [Deleted]

TKO 1.3 Guidance

Article 70(1)(c) of the Markets Law 2012 provides that the FMT has jurisdiction to hear and determine regulatory proceedings in relation to an issue arising out of a takeover, takeover offer, merger or acquisition of shares. Article 29(3) of the Regulatory Law sets out who may bring a regulatory proceeding before the FMT.

TKO 1.4.1 TKO 1.4.1

For the purpose of these Rules, Persons, "acting in concert" comprise Persons, who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them of Shares in a Reporting Entity, to obtain or consolidate control of that Reporting Entity.

TKO 1.4.2

For the purpose of these Rules, a purchase for "cash" includes a contract or arrangement where the consideration consists of a debt instrument capable of being redeemed in less than 3 years.

TKO 1.4.3

For the purpose of these Rules, an investment manager or stockbroker will be "connected" with a Bidder or the Target, as the case may be, if the investment manager and/or stockbroker is controlled by, controls or is under the same control as:

TKO 1.4.4

For the purpose of these Rules, "control" means a holding, or aggregate holdings, of Shares carrying 30% or more of the voting rights of a Person, irrespective of whether the holding or holdings give de facto control, and includes control arising from acting in concert with another person or other persons.

TKO 1.4.5

For the purpose of these Rules, the "posting" of a document is effected by ordinary postal service delivery or by any other process of delivery which is reasonably certain to bring the contents of the document to the attention of the intended individual addressee.

TKO 1.4.6

For the purpose of these Rules, a "purchase" or other acquisition of Shares, where relevant, includes the purchase of Shares assented to a Bid.

TKO 1.4.7

For the purpose of these Rules, a "right" over Shares includes any right acquired by a Person by virtue of an agreement to purchase Shares or an option to acquire Shares or an irrevocable commitment to accept a Bid to be made by him or an agreement to acquire voting rights or general control of them.

TKO 1.4.8

For the purpose of these Rules, a "Securities Exchange Bid" is a Bid in which the consideration includes Securities of the Bidder or any other Person.

TKO 1.4.9 TKO 1.4.9

For the purpose of these Rules, "voting rights" means all the voting rights attributable to the Share capital of a Reporting Entity which are currently exercisable at a general meeting.

TKO 1.5.1

All shareholders of a Target must be treated fairly by a Bidder and all shareholders of the same class must be treated equally.

TKO 1.5.2 TKO 1.5.2

During the course of a Bid, or when a Bid is contemplated, neither a Bidder, nor a Target, nor any of their respective advisers may furnish information to some shareholders which is not available to all shareholders. This principle does not apply to the furnishing of information in confidence by a Target or its adviser to a bona fide potential Bidder or its adviser, or vice versa.

TKO 1.5.3

A Bidder must only announce a Bid:

TKO 1.5.4

A Bidder and Target must:

TKO 1.5.5

Any document or advertisement addressed to shareholders containing information or advice from a Bidder or the Target or their respective Governing Bodies or advisers must be prepared with the highest standards of fairness, care and accuracy.

TKO 1.5.6

Bidders and Targets must use every endeavour to prevent the creation of a false market in the Securities of a Bidder or the Shares of a Target. Parties involved in Bids must take care that statements are not made which may mislead shareholders or the market.

TKO 1.5.7

At no time after a bona fide Bid has been communicated to the Governing Body of a Target, or after the Governing Body of a Target has reason to believe that such a Bid might be imminent, may any action be taken by the Governing Body of the Target, without the approval of the shareholders in general meeting, which could effectively result in any bona fide Bid being frustrated or in the shareholders being denied an opportunity to decide on its merits.

TKO 1.5.8

A Bidder and Target must exercise rights of control in good faith and without the oppression of a minority.

TKO 1.5.9

The Governing Body of a Target must act in the interests of the Target as a whole. The shareholders' interests, taken as a whole, must be considered when a Governing Body or its Directors are giving advice to shareholders.

TKO 1.5.10

Directors of a Bidder and the Target must, in advising their shareholders, act only in their capacity as Directors and not have regard to their personal or family shareholdings or to their personal relationships with the Bidder or Target. Directors of the Target must give careful consideration before they enter into any commitment with a Bidder (or anyone else) which would restrict their freedom to advise their shareholders in the future.

TKO 1.5.11

Where a Person (or Persons acting in concert) acquires control of a Reporting Entity, a general Bid to all other shareholders is normally required, and a similar obligation may arise if control is consolidated. Where an acquisition is contemplated as a result of which a Person may incur such an obligation, he must, before making the acquisition, ensure that he can and will be able to continue to be able to implement such a Bid.

TKO 1.5.12 TKO 1.5.12

All Persons concerned with a Takeover which is subject to the Takeover Rules must co-operate to the fullest extent with the DFSA and provide all relevant information.

TKO 2.1.1

A Person must, in making a Bid or in making an approach with a view to a Bid being made, make such Bid or approach in the first instance to the Governing Body of the Target or to its duly authorised advisers.

TKO 2.1.2

If a Bid or approach is made by a Person on behalf of an ultimate Bidder or potential Bidder, the Person must disclose the identity of the ultimate Bidder or potential Bidder at the outset of making the Bid or approach.

TKO 2.1.3

A Bidder must, upon receiving a request from the Governing Body of the Target, provide information reasonably required to verify that the Bidder is, or will be, in a position to implement the Bid in full.

TKO 2.2.1 TKO 2.2.1

Before an announcement by which the relevant information is made publicly available, a Person privy to confidential information, which constitutes Material Information or otherwise, concerning a Bid or contemplated Bid must treat that information as secret and may only pass it to another Person if:

TKO 2.2.2 TKO 2.2.2

A Person concerned in a Bid or contemplated Bid must take reasonable steps so as to minimise the chances of an accidental leak of information.

TKO 2.3 Guidance

An announcement of a possible Bid is intended to preserve the integrity of trading in a Reporting Entity's Shares on the Authorised Market Institution, or any other exchange upon which that entity's Shares are traded, preceding or during negotiations which may lead to an announcement of a firm intention to make a Bid.

TKO 2.3.1 TKO 2.3.1

A potential Bidder must make an announcement of a possible Bid when, before approaching a potential Target:

TKO 2.3.2 TKO 2.3.2

A Target must make an announcement of a possible Bid when, following an approach to it which may or may not lead to a Bid:

TKO 2.3.3 TKO 2.3.3

An announcement of a possible Bid must:

TKO 2.4.1 TKO 2.4.1

A Bidder must make an announcement of a firm intention to make a Bid immediately upon:

whichever is the earlier.

TKO 2.4.2

A Target must make an announcement when the Governing Body of the Target has been notified of a firm intention to make a Bid from a serious source, irrespective of the attitude of the Governing Body to the Bid.

TKO 2.4.3 TKO 2.4.3

An announcement by the Bidder of a firm intention to make a Bid must contain:

TKO 2.4.4

A Bidder must not:

unless the Bidder and its financial adviser have proper grounds for believing that the Bidder is and will continue to be able to implement the Bid.

TKO 2.4.5 TKO 2.4.5

The announcement of a firm intention to make a Bid containing a whole or partial cash consideration must include confirmation by the financial adviser or by another appropriate third party that resources are available to the Bidder sufficient to satisfy full acceptance of the Bid.

TKO 2.4.6 TKO 2.4.6

When there has been an announcement of a firm intention to make a Bid, the Bidder must proceed with the Bid unless the Bid is subject to the prior fulfilment of a previously disclosed specific condition and that condition has not been fulfilled.

TKO 2.5.1

Where an acquisition of Target Shares by a Bidder or any Person acting in concert with it gives rise to obligations under:

an appropriate announcement must be made immediately after such an acquisition.

TKO 2.5.2

Whenever practicable, the announcement must also state the number of Shares acquired and the consideration paid.

TKO 2.6.1 TKO 2.6.1

An announcement under TKO Section 2.3, TKO Section 2.4 or TKO Section 2.5 must be published in the same manner as a market disclosure required under MKT Rule 4.7.1.

TKO 2.7 Guidance

TKO 2.7.1 TKO 2.7.1

The Governing Body of a Bidder must:

TKO 2.7.2 TKO 2.7.2

The Governing Body of a Target must:

TKO 3.1.1

Subject to Rules TKO 4.3.1 and TKO 5.2.1, when a Bidder or any Person acting in concert with it has acquired Shares in the Target:

the Bid to the shareholders of the same class must not be on less favourable terms.

TKO 3.2.1

If, after the commencement of the Bid Period and before the Bid closes for acceptance, a Bidder or any Person acting in concert with it acquires relevant Shares in the Target at above the Bid price (being the then current Bid price), the Bidder must revise its Bid to not less than the highest price paid for the Shares so acquired.

TKO 3.2.2 TKO 3.2.2

Immediately after the acquisition, the Bidder must make an announcement that a revised Bid will be made in accordance with TKO Rule 3.2.1.

TKO 3.2.3

The announcement must also state the number of Shares acquired and the price paid.

TKO 3.3.1 TKO 3.3.1

During a Bid Period, the Bidder and Persons acting in concert with it must not sell any Securities in the Target.

TKO 3.4.1 TKO 3.4.1

Dealings in relevant Securities during a Bid Period by the Bidder or the Target, and by any Person acting in concert, for:

must be disclosed forthwith by the Person concerned:

TKO 3.4.2

Disclosure of dealings in relevant Securities of a Bidder is only required following:

TKO 3.4.3

A disclosure pursuant to TKO Rule 3.4.1 must, at least:

TKO 3.4.4 TKO 3.4.4

For the purpose of the Rules in this Section, "relevant Securities" include:

TKO 4.1.1 TKO 4.1.1

Subject to TKO Rule 4.1.2, when:

such Person must extend Bids under these Rules to the holders of any class of equity Share capital, whether voting or non-voting, and also to the holders of any class of voting non-equity Share capital of which such Person, or Persons acting in concert with him, hold Shares.

TKO 4.1.2 TKO 4.1.2

TKO Rule 4.1.1 does not apply in relation to an acquisition of Shares of a Reporting Entity which is the result of:

TKO 4.1.3 TKO 4.1.3

Bids for different classes of equity Share capital must be fair and appropriate, having regard to current circumstances, and the DFSA must be consulted in advance in such cases.

TKO 4.2.1

A Mandatory Bid made under these Rules must be conditional only upon the Bidder having received acceptances in respect of Shares which, together with Shares acquired or agreed to be acquired before or during the Bid, will result in the Bidder and any Person acting in concert with it holding Shares carrying more than 50% of the voting rights.

TKO 4.2.2 TKO 4.2.2

No acquisition of Shares which would give rise to a requirement for a Mandatory Bid under these Rules may be made if the making or implementation of such Bid would or might be dependent on the passing of a resolution at any meeting of shareholders of the Bidder or upon any other conditions, consents or arrangements.

TKO 4.3.1 TKO 4.3.1

Mandatory Bids made under these Rules must, in respect of each class of Shares involved, be in cash or be accompanied by a cash alternative at not less than the highest price paid by the Bidder or any Person acting in concert with it for Shares of that class during the Bid Period and within the preceding six months.

TKO 4.3.2 TKO 4.3.2

The cash Bid or any cash alternative must remain open after the Bid has become or is declared unconditional as to acceptances for not less than 14 days after the date on which it would otherwise have expired.

TKO 4.4.1

When a Director of a Reporting Entity sells Shares owned or controlled by him in that Reporting Entity to an identifiable purchaser as a result of which the purchaser is required to make a Bid under the Rules in this Chapter, such Director must stipulate as a condition of the sale that the purchaser undertakes to fulfil his obligations under the Rules.

TKO 4.4.2

In addition, such Director must not resign from the Governing Body until the first closing date of the Bid or the date upon which the Bid becomes or is declared unconditional, whichever is the later.

TKO 4.5.1

No nominee of a Bidder or Persons acting in concert with it may be appointed to the Governing Body of the Target, nor may a Bidder and Persons acting in concert with it exercise the votes attaching to any Shares held in the Target, until the Bid Document has been posted.

TKO 5.1.1

It must be the condition of any Bid for voting equity Share capital which, if accepted in full, would result in the Bidder holding Shares carrying over 50% of the voting rights of the Target, that the Bid will not become or be declared unconditional as to acceptances unless the Bidder has acquired or agreed to acquire (either pursuant to the Bid or otherwise) Shares carrying over 50% of the voting rights attributable to:

TKO 5.2.1 TKO 5.2.1

Where the Shares of any class under Bid in the Target acquired for cash by a Bidder or any Person acting in concert with it during the Bid Period, or within six months prior to its commencement, carry 10% or more of the voting rights currently exercisable at a class meeting of that class, the Bid for that class must be in cash or accompanied by a cash alternative at not less than the highest price paid by the Bidder or any Person acting in concert with it for Shares of that class during the Bid Period or within six months prior to its commencement.

TKO 5.3.1 TKO 5.3.1

Subject to prior consent of the DFSA, a Bid shall not be subject to conditions which depend solely on subjective judgements by the Directors of the Bidder or the fulfilment of which is in their hands.

TKO 6.1.1 TKO 6.1.1

Where a Target has more than one class of Shares as its capital, the Bidder must:

TKO 6.1.2

Classes of non-equity Share capital need not be the subject of a Bid, except in the circumstances referred to in TKO Rule 4.1.1.

TKO 6.1.3

Where a Bid is made for more than one class of Shares, separate Bids must be made for each class.

TKO 6.2.1

When a Bid is made for Shares and the Target has:

which remain outstanding, the Bidder must make a Bid or proposal to the holders of each such category of options, Convertibles or subscription rights.

TKO 6.2.2

A Bid or proposal under TKO Rule 6.2.1 must, in relation to the holders in each such category:

TKO 6.3.1 TKO 6.3.1

A Bidder or Persons acting in concert with it must not make any arrangements with shareholders and must not deal or enter into arrangements to deal in Shares of the Target, or enter into arrangements which involve acceptance of a Bid, either during a Bid or when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders.

TKO 6.4.1

By 9:00am (Dubai time) at the latest on the business day following the day on which a Bid is due to expire, or becomes or is declared unconditional as to acceptances, or is extended, the Bidder must make an appropriate announcement including an announcement made in the same manner as a market disclosure required under Rule 4.7.1 of the Markets Rules.

TKO 6.4.2 TKO 6.4.2

The announcement must state the total numbers of Shares and rights over Shares (as nearly as practicable);

and must specify the percentages of the relevant classes of Shares represented by these numbers.

TKO 6.5.1

A Bidder must not require the shareholders of the Target, as a term of his acceptance of a Bid, to appoint a proxy to vote in respect of those Shares or to appoint a particular Person to exercise any other rights or take any other action in relation to those Shares unless the appointment is on the following terms, which must be set out in the Bid Document:

TKO 7.1.1 TKO 7.1.1

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

TKO 7.1.2

Each document issued to shareholders or advertisements published in connection with a Bid, in which there is a material expression of opinion must state that the Directors of the Bidder and/or, where appropriate, the Target, 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.

TKO 7.1.3

If it is proposed that any Director 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.

TKO 7.2.1 TKO 7.2.1

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

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 Bid.

TKO 7.3.1

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

TKO 7.3.2

TKO Rule 7.3.1 does not apply to:

TKO 7.3.3

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

TKO 7.3.4

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

TKO 7.4.1

During the course of a Bid, or even before the date of the Bid if the Governing Body of the Target has reason to believe that a bona fide Bid might be imminent, the Governing Body 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:

TKO 7.4.2

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

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 DFSA must be consulted and its consent obtained to proceed without a meeting of shareholders.

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.

TKO 8.1.2 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.

TKO 8.2.1 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.

TKO 8.2.2 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.

TKO 8.2.3 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.

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.

TKO 8.4.1

Where a Bidder or Target:

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.

TKO 8.4.2 TKO 8.4.2

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

TKO 9.1.1

A reference in this TKO Section 9 to:

TKO 9.2.1 TKO 9.2.1

When a profit forecast is to be given by a Bidder or Target to shareholders, the Directors of the respective Bidder or Target:

TKO 9.3.1

When a profit forecast appears in any document addressed to shareholders in connection with a Bid, the material assumptions, including the commercial assumptions, upon which the Directors have based their profit forecast, must be stated and explained in the document.

TKO 9.3.2

When, after a Bid Document has been posted, a profit forecast is given in a public announcement (whether by newspaper or any other means of publication), any assumptions on which the forecast is based must be included in the announcement.

TKO 9.4.1

In all cases, the assumptions, accounting policies and calculations for a profit forecast must be examined and reported on by the auditors or reporting accountants.

TKO 9.4.2

When income from land and buildings is a material element in a profit forecast, that part of the forecast must be examined and reported on by an independent external valuer. This Rule does not apply where the income is virtually certain, for example, known rents receivable under existing leases.

TKO 9.4.3 TKO 9.4.3

Any relevant profit forecast which has been made before the commencement of the Bid Period must be examined, repeated and reported on in the document sent to shareholders.

TKO 9.4.4

When a Bid Document has been posted, the reports shall be included in the document containing the forecast or, when the forecast has been made in a public announcement (whether by newspaper or any other means of publication), in a document which shall be sent to shareholders with a minimum of delay after the announcement is published. The reports must be accompanied by a statement that those making them have given and not withdrawn their consent to publication.

TKO 9.5.1 TKO 9.5.1

The following statements must be treated as profit forecasts:

TKO 9.6.1

When a Bidder or Target includes a forecast in a document, any document subsequently sent out by that entity in connection with that Bid must contain a statement by the Directors that:

TKO 9.6.2

When a forecast of profit before taxation appears in a document addressed to shareholders, it must be accompanied by a forecast of earnings per Share arising from the profit.

TKO 9.6.3

Whenever a profit forecast is made in relation to a period in which trading has already commenced, any previously published profit figures in respect of any expired part of that trading period, together with comparable figures for the same part of the preceding year, must be stated.

TKO 9.6.4

All the relevant provisions of this Section apply also to a profit forecast prepared on an inflation-adjusted basis, in which case:

TKO 10.1.1 TKO 10.1.1

When a Person provides a valuation of assets in connection with a Bid, the Person must ensure that the valuation is supported by the opinion of an appropriate external and independent valuer.

TKO 10.1.2

The person must ensure that such a valuation states:

TKO 10.1.3 TKO 10.1.3

If a statement according with TKO Rule 10.1.2 cannot be made, the Person must ensure that the valuation is updated.

TKO 10.2.1 TKO 10.2.1

Where a valuation of assets is given in any document addressed to shareholders:

TKO 11.1.1 TKO 11.1.1

A Bidder must:

TKO 11.1.2 TKO 11.1.2

The Governing Body of the Target must:

TKO 11.2.1

A Bidder must ensure that its Bid remains open for at least 35 days following the date on which the Bid Document is posted.

TKO 11.2.2 TKO 11.2.2

Where a Bidder announces an extension of a Bid, either the next closing date must be stated or, if the Bid is unconditional as to acceptances, a statement may be made that the Bid will remain open until further notice. In the latter case, at least 14 days' notice in writing must be given, before the Bid is closed, to those shareholders who have not accepted.

TKO 11.2.3

After a Bid has become or is declared unconditional as to acceptances, the Bidder must ensure that its Bid remains open for acceptance for not less than 14 days after the date on which it would otherwise have expired. When, however, a Bid is unconditional as to acceptances from the outset, a 14 day extension is not required but the Bidder must clearly and prominently set out the position in the Bid Document.

TKO 11.2.4 TKO 11.2.4

A Bidder must comply with any firm statement made by it as to the duration of its Bid.

TKO 11.2.5 TKO 11.2.5

A Bidder must not allow or declare its Bid (whether revised or not) to become unconditional as to acceptances after midnight (Dubai time) on the 67th day after the day the initial Bid Document was posted.

TKO 11.2.6

On the 67th day after the day upon which the initial Bid Document was posted (or any other date beyond which the Bidder has stated that its Bid will not be extended) the Bidder must make an announcement by 5.00pm (Dubai time) as to whether the Bid is unconditional as to acceptances or has lapsed.

TKO 11.2.7

All conditions must be fulfilled or the Bid will lapse within 21 days of:

whichever is the later.

TKO 11.2.8 TKO 11.2.8

If the Governing Body of the Target proposes to announce any material new information after the 46^th day following the posting of the Bid Document, it must consult the DFSA in advance of making any such announcement.

TKO 11.3.1

The consideration must be paid within 14 days of the date of the Bid becoming or being declared unconditional and acceptance thereof, whichever is the later.

TKO 11.4.1 TKO 11.4.1

A Bidder must ensure that its Bid, if revised, is kept open for at least 14 days following the date on which the revised Bid Document is posted.

TKO 11.4.2

Where a Bid is revised, all shareholders who accepted the original Bid must be entitled to the revised consideration.

TKO 11.4.3

The Bidder may introduce new conditions only to the extent necessary to implement an increased or improved Bid.

TKO 11.5.1

The provisions of the Rules in TKO Section 11.2, TKO Section 11.3 and TKO Section 11.4 apply equally to alternative Bids, including cash alternatives.

TKO 11.5.2 TKO 11.5.2

Where a firm statement has been made that an alternative Bid will not be extended or reintroduced and that that alternative Bid has ceased to be open for acceptance, neither that alternative, nor any substantially similar alternative, may be reintroduced. Where, however, such a statement has not been made and an alternative Bid has closed for acceptance, a Bidder is not precluded from reintroducing that alternative at a later date.

TKO 11.6.1

A shareholder of the Target who has accepted the Bid may withdraw his acceptance:

TKO 12.1.1

Where a Bid has been announced or posted but has not become or been declared unconditional and has been withdrawn or has lapsed, neither the Bidder, nor any Person who acted in concert with the Bidder in the course of the original Bid, nor any Person who is subsequently acting in concert with any of them, may within 12 months from the date on which such Bid is withdrawn or lapses either:

TKO 12.1.2

The restrictions in TKO Rule 12.1.1 also apply following a partial Bid which could result in a holding of not less than the 30% and not more than 50% of the voting rights of the Target whether or not the Bid has become or been declared unconditional. When such a Bid has become or been declared unconditional, the period of 12 months runs from that date.

TKO 13.1.1

The provisions of this TKO Chapter 13 apply to partial Bids.

TKO 13.2.1 TKO 13.2.1

A potential Bidder must obtain the DFSA's prior consent for any partial Bid.

TKO 13.3.1

The Bidder and Persons acting in concert with it must not purchase Shares in the Target during the Bid Period.

TKO 13.3.2

In the case of a successful partial Bid, neither the Bidder, nor any Person who acted in concert with the Bidder in the course of the partial Bid, nor any Person who is subsequently acting in concert with any of them, may purchase such Shares during a period of 12 months after the end of the Bid Period.

TKO 13.3.3

When a Bid is made which may result in the Bidder holding Shares carrying not less than 30% and not more than 50% of the voting rights of a Target, the Bidder must:

TKO 13.3.4 TKO 13.3.4

A Bidder must ensure that any Bid which could result in the Bidder holding Shares carrying 30% or more of the voting rights of a Target is conditional on:

TKO 13.3.5

In making a partial Bid, the Bidder must:

TKO 13.3.6 TKO 13.3.6

When a Bid is made for a Target with more than one class of equity Share capital which may result in the Bidder holding Shares carrying 30% or more of the voting rights, Bids for each class must be fair and appropriate.

TKO 14.1.1 TKO 14.1.1

When a Reporting Entity redeems or acquires its own voting Shares, 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 Rules in TKO Chapter 4.

TKO 14.1.2 TKO 14.1.2

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

TKO 14.1.3 TKO 14.1.3

Any redemption or acquisition of Securities of the Bidder or Shares of the Target made or to be made in terms of a Bid or any such redemption or acquisition effected within 12 months prior to the commencement of the Bid Period must be disclosed in accordance with TKO Section 3.4 and in all relevant Bid Documents and Target Circulars.

TKO 14.2.1

Where a Bid is implemented by a scheme of arrangement or conversion of Securities or any other method, then, for the purposes of these Rules:

TKO 15.1.1 TKO 15.1.1 [Deleted]

TKO 15.1.2 TKO 15.1.2 [Deleted]

TKO 15.1.3 [Deleted]

TKO 15.1.4 [Deleted]

TKO 15.1.5 [Deleted]

TKO 15.2.1 [Deleted]

TKO 15.2.2 [Deleted]

TKO 15.2.3 [Deleted]

TKO 15.2.4 TKO 15.2.4 [Deleted]

TKO 16.1.1

A Person wishing to seek a waiver or modification of a provision of the Law or Rules as it applies to him, must:

TKO 16.1.2 TKO 16.1.2

In considering the application, the DFSA may:

TKO 17.1 Guidance

TKO A1.1.1

The Bidder must disclose the following information:

TKO A1.2.1

In the case of a Securities Exchange Bid, the Bidder must disclose the following information relating to the financial affairs of the Bidder:

TKO A1.2.2

The figures to be disclosed under TKO A1.2.1 (a) and (b) must be adjusted to eliminate material unusual and non-recurring items and the nature of the adjustments made must be disclosed.

TKO A1.2.3

Where, because of a change in accounting policy, figures are not comparable to a material extent, this must be disclosed and where possible the approximate amount of the resultant variation must be stated.

TKO A1.3.1

The Bidder must disclose:

TKO A1.3.2

If in any of the above categories there are no holdings of Shares or Securities, this fact must be stated, provided that this does not apply to the category in TKO A1.3.1(d) if there are no such irrevocable commitments.

TKO A1.3.3

If any Person whose holdings of Shares or Securities are required by this Section to be disclosed has dealt for value in the Shares in question during the period beginning six months prior to the Bid Period and ending with the latest practicable date prior to the posting of the Bid Document, the details, including dates and prices, must be stated. If no such dealings have taken place, this fact must be stated.

TKO A1.4.1 TKO A1.4.1

The Bidder must disclose the following information:

TKO A1.4.2

In the case of a Securities Exchange Bid, the Bidder must provide the following additional information:

TKO A2.1.1

The Governing Body of the Target must disclose the following information:

TKO A2.1.2

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

TKO A2.2.1

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

TKO A3.1.1

Documents subsequently sent to shareholders of the Target by either the Bidder or Target must contain details of any material changes in information previously published by or on behalf of the relevant Bidder or Target during the Bid Period. If there have been no such changes, this must be stated.

TKO A3.1.2

Without limiting the application of TKO A3.1.1, the following matters must be updated: