Entire Section

  • TKO 5 TKO 5 The Terms of a Voluntary Bid

    • TKO 5.1 TKO 5.1 The acceptance condition

      • TKO 5.1.1

        It must be the condition of any Bid for voting equity Share capital which, if accepted in full, would result in the Bidder holding Shares carrying over 50% of the voting rights of the Target, that the Bid will not become or be declared unconditional as to acceptances unless the Bidder has acquired or agreed to acquire (either pursuant to the Bid or otherwise) Shares carrying over 50% of the voting rights attributable to:

        (a) the equity Share capital alone; and
        (b) the equity Share capital and the non-equity Share capital combined.

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

    • TKO 5.2 TKO 5.2 Requirement for a bid in cash

      • TKO 5.2.1 TKO 5.2.1

        Where the Shares of any class under Bid in the Target acquired for cash by a Bidder or any Person acting 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 Bid for that class must be in cash or accompanied by a cash alternative at not less than the highest price paid by the Bidder or any Person acting in concert with it for Shares of that class during the Bid Period or within six months prior to its commencement.


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

        • TKO 5.2.1 Guidance

          1. The DFSA may waive or modify the application of TKO Rule 5.2.1 if it is satisfied that circumstances are appropriate. For example, if the Bidder considers 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).

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

    • TKO 5.3 TKO 5.3 Subjective conditions

      • TKO 5.3.1 TKO 5.3.1

        Subject to prior consent of the DFSA, a Bid shall not be subject to conditions which depend solely on subjective judgements by the Directors of the Bidder or the fulfilment of which is in their hands.


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

        • TKO 5.3.1 Guidance

          1. The DFSA may 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 Bid is to be expressed as being conditional on statements or estimates being appropriately verified.
          2. A Bidder should not invoke any condition, other than the acceptance condition, so as to cause the Bid to lapse unless the circumstances which give rise to the right to invoke the condition are of material significance to the Bidder in the context of the Bid.
          3. Conditions that depend solely on a force majeure are not prohibited by this Rule.

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