TKO 3 TKO 3 Restricted Dealings Before and During an Offer Period
TKO 3.1 TKO 3.1 Acquisitions before a bid period
TKO 3.1.1(a) within the six month period prior to the commencement of the
Bid Period; or(b) during the period, if any, between the commencement of the Bid Periodand an announcement made by the Bidderin accordance with TKO Section 2.4;
Bidto the shareholders of the same class must not be on less favourable terms.
TKO 3.2 TKO 3.2 Acquisitions during a bid period
If, after the commencement of the
Bid Periodand before the Bidcloses for acceptance, a Bidderor any Personacting in concert with it acquires relevant Sharesin the Targetat above the Bidprice (being the then current Bidprice), the Biddermust revise its Bidto not less than the highest price paid for the Sharesso acquired.
TKO 3.2.2 TKO 3.2.2
Immediately after the acquisition, the
Biddermust make an announcement that a revised Bidwill be made in accordance with TKO Rule 3.2.1.
The announcement must also state the number of
Sharesacquired and the price paid.
TKO 3.3 TKO 3.3 Restrictions on the sale of shares during a bid period
TKO 3.3.1 TKO 3.3.1
Bid Period, the Bidderand Personsacting in concert with it must not sell any Securitiesin the Target.
TKO 3.3.1 Guidance1. As a matter of course, the
DFSAwill not waive the requirements under TKO Rule 3.3.1 for sales where a Mandatory Bidunder TKO Chapter 4 is being made.2. Where the DFSAgrants a waiver from this requirement, it may:a. require a period of prior public notice that sales might be made; andb. impose a restriction that after notice has been given that sales may be made, neither the Biddernor Personsacting in concert with it may make further purchases.
TKO 3.4 TKO 3.4 Disclosure of dealings during a bid period
TKO 3.4.1 TKO 3.4.1
Dealings in relevant
Securitiesduring a Bid Periodby the Bidderor the Target, and by any Personacting in concert, for:(a) their or his own account; or(b) the account of clients;
must be disclosed forthwith by the
Personconcerned:(c) to the DFSA; and(d) in the same manner as a market disclosure required under Rule 4.7.1 of the Markets Rules.
TKO 3.4.1 Guidance
Where two or more persons act pursuant to an agreement or understanding, whether formal or informal, to acquire or control relevant
Securities, the DFSAwill treat them as a single person for the purpose of this Rule.
Disclosure of dealings in relevant
Securitiesof a Bidderis only required following:(a) an announcement of a Securities Exchange Bid; or(b) an earlier commencement of a Bid Periodif it has not been announced that any Bidis likely to be solely in cash.
A disclosure pursuant to TKO Rule 3.4.1 must, at least:(a) provide the total number of the relevant
Securitiespurchased or sold;(b) provide the total number of the respective dealings for the Person'sown account and for the account of clients;(c) detail the prices paid or received;(d) identify the Persondealing.
TKO 3.4.4 TKO 3.4.4
For the purpose of the
Rulesin this Section, "relevant Securities" include:(a) Securitiesof the Targetwhich are subject to a Bidor which carry voting rights;(b) equity Sharecapital of the Bidderand the Target;(c) Securitiesof a Bidderwhich carry substantially the same rights as any to be issued as consideration for a Bid;(d) Securitiesof Bidderand the Targetcarrying conversion or subscription rights into any of the above;(e) options in respect of any of the foregoing and derivatives materially referenced to any of the foregoing.
TKO 3.4.4 Guidance
In the case of investment accounts managed on a discretionary basis, relevant
Securitiesor Sharesso managed will be treated, for the purpose of this Rule, as controlled by that manager and not by the Personon whose behalf the relevant Securitiesor Sharesare managed.