Entire Section

  • 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

        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:

        (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 Period and an announcement made by the Bidder in accordance with TKO Section 2.4;

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


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

    • TKO 3.2 TKO 3.2 Acquisitions during a bid period

      • 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.


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

      • 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.


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

        • TKO 3.2.2 Guidance

          In relation to TKO Rule 3.2.2, see also TKO Section 11.4 of these Rules.


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

      • TKO 3.2.3

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


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

    • TKO 3.3 TKO 3.3 Restrictions on the sale of shares during a bid period

      • 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.

        Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]
        [Amended] DFSA RM40/2007 (Made 8th February 2007). [VER2/02-07]

        • TKO 3.3.1 Guidance

          1. As a matter of course, the DFSA will not waive the requirements under TKO Rule 3.3.1 for sales where a Mandatory Bid under TKO Chapter 4 is being made.
          2. Where the DFSA grants a waiver from this requirement, it may:
          a. require a period of prior public notice that sales might be made; and
          b. impose a restriction that after notice has been given that sales may be made, neither the Bidder nor Persons acting in concert with it may make further purchases.

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

    • TKO 3.4 TKO 3.4 Disclosure of dealings during a bid period

      • 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:

        (a) their or his own account; or
        (b) the account of clients;

        must be disclosed forthwith by the Person concerned:

        (c) to the DFSA; and
        (d) in the same manner as a market disclosure required under Rule 4.7.1 of the Markets Rules.
        Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]
        [Amended] DFSA RM87/2012 (Made 14th June 2012). [VER5/06-12]

        • 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 DFSA will treat them as a single person for the purpose of this Rule.


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

      • TKO 3.4.2

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

        (a) an announcement of a Securities Exchange Bid; or
        (b) an earlier commencement of a Bid Period if it has not been announced that any Bid is likely to be solely in cash.

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

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

      • TKO 3.4.3

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

        (a) provide the total number of the relevant Securities purchased or sold;
        (b) provide the total number of the respective dealings for the Person's own account and for the account of clients;
        (c) detail the prices paid or received;
        (d) identify the Person dealing.

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

      • TKO 3.4.4 TKO 3.4.4

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

        (a) Securities of the Target which are subject to a Bid or which carry voting rights;
        (b) equity Share capital of the Bidder and the Target;
        (c) Securities of a Bidder which carry substantially the same rights as any to be issued as consideration for a Bid;
        (d) Securities of Bidder and the Target carrying 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.

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

        • TKO 3.4.4 Guidance

          In the case of investment accounts managed on a discretionary basis, relevant Securities or Shares so managed will be treated, for the purpose of this Rule, as controlled by that manager and not by the Person on whose behalf the relevant Securities or Shares are managed.


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