TKO 4.3 TKO 4.3 Consideration to be offered
TKO 4.3.1 TKO 4.3.1
Mandatory Bidsmade under these Rulesmust, in respect of each class of Sharesinvolved, be in cash or be accompanied by a cash alternative at not less than the highest price paid by the Bidderor any Personacting in concert with it for Sharesof that class during the Bid Periodand within the preceding six months.
TKO 4.3.1 Guidance1. If the
Bidderconsiders that the highest price should not apply in a particular case, the Biddershould consult the DFSA. The DFSAmay waive or modify the application of TKO Rule 4.3.1 if it is satisfied that circumstances are appropriate to provide a dispensation from this Rule. See TKO Chapter 16 of these Rules. Factors that the DFSAmay take into account include the size or timing of the relevant acquisitions, the attitude of the Governing Boardof the Target, whether Shareshad been purchased at high prices from Directorsor other Personsclosely connected with the Bidderor Target, and the number of Sharespurchased in the preceding six months.2. The DFSAshould be consulted where there is more than one class of Sharesinvolved.3. Also note related provisions, TKO Rule 3.1.1 (acquisitions before a Bid Period) and TKO Rule 5.2.1 (requirement for a Bidin cash).
TKO 4.3.2 TKO 4.3.2
Bidor any cash alternative must remain open after the Bidhas 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 4.3.2 Guidance
See also TKO Rule 11.2.2.