TKO 5 TKO 5 The Terms of a Voluntary Bid
TKO 5.1 TKO 5.1 The acceptance condition
It must be the condition of any
Bidfor voting equity Sharecapital which, if accepted in full, would result in the Bidderholding Sharescarrying over 50% of the voting rights of the Target, that the Bidwill not become or be declared unconditional as to acceptances unless the Bidderhas acquired or agreed to acquire (either pursuant to the Bidor otherwise) Sharescarrying over 50% of the voting rights attributable to:(a) the equity Sharecapital alone; and(b) the equity Sharecapital and the non-equity Sharecapital combined.
TKO 5.2 TKO 5.2 Requirement for a bid in cash
TKO 5.2.1 TKO 5.2.1
Sharesof any class under Bidin the Targetacquired for cash by a Bidderor any Personacting 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 Bidfor that class must be in cash or 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 Periodor within six months prior to its commencement.
TKO 5.2.1 Guidance1. The
DFSAmay waive or modify the application of TKO Rule 5.2.1 if it is satisfied that circumstances are appropriate. For example, if the Bidderconsiders that the highest price ought not to apply in a particular case, it must consult the DFSA, which may grant a waiver or modification to reflect an adjusted price. See TKO Chapter 16 of these Rules.2. Also note related provisions TKO Rule 3.1.1 (acquisitions before a Bid Period) and TKO Rule 4.3.1 (consideration to be offered in a Mandatory Bid).
TKO 5.3 TKO 5.3 Subjective conditions
TKO 5.3.1 TKO 5.3.1
Subject to prior consent of the
DFSA, a Bidshall not be subject to conditions which depend solely on subjective judgements by the Directorsof the Bidderor the fulfilment of which is in their hands.
TKO 5.3.1 Guidance1. The
DFSAmay be prepared to accept an element of subjectivity in certain special circumstances where it is not practicable to specify all the factors on which satisfaction of a particular condition may depend. This may especially arise in cases involving official authorisations, the granting of which may be subject to an additional material obligation of the Bidder. Consent would also normally be granted where an announcement for a Bidis to be expressed as being conditional on statements or estimates being appropriately verified.2. A Biddershould not invoke any condition, other than the acceptance condition, so as to cause the Bidto lapse unless the circumstances which give rise to the right to invoke the condition are of material significance to the Bidderin the context of the Bid.3. Conditions that depend solely on a force majeure are not prohibited by this Rule.