Entire Section

  • TKO 1.4 TKO 1.4 Interpretation and definitions

    • 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.


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

      • TKO 1.4.1 Guidance

        The DFSA will presume (without limiting the general application of the definition in the Markets Law 2012) that the following Persons will be "acting in concert" with other Persons in the same category unless the contrary is established:

        a. any of the following with each other: a company, its parent, subsidiaries and fellow subsidiaries, and their associated companies, and companies of which such companies are associated companies, (for this purpose ownership or control of 20% or more of the equity Share capital of a company is regarded as the test of associated company status);
        b. a company with any of its Directors (together with their close relatives and related trusts);
        c. a company with any of its pension funds;
        d. an investment manager with any investment company, unit trust, or other Person whose investments such investment manager manages on a discretionary basis, in respect of relevant investment accounts;
        e. a financial or other professional adviser (including a stockbroker) with its client in respect of the Shareholdings of the adviser and Persons controlling, controlled by or under the same control as the adviser; and
        f. Directors of a Reporting Entity which is subject to a Bid or where the Directors have reason to believe a bona fide Bid for their Reporting Entity may be imminent.

        Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]
        [Amended] DFSA RM87/2012 (Made 14th June 2012). [VER5/06-12]

    • 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.


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

    • 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:

      (a) a Bidder;
      (b) the Target;
      (c) any bank or financial or other professional advisers to a Bidder or the Target; or
      (d) an investor in a consortium (for example, through a special purpose vehicle formed for the purpose of making a Bid).

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

    • 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.


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

    • 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.


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

    • 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.


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

    • 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.


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

    • 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.


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

    • 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.


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

      • TKO 1.4.9 Guidance

        Where a waiver or modification is sought as per Guidance Note 1 to TKO Rule 4.1.3, consideration should also be given as to whether the definition of "voting rights" will require consequential modification.


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