TKO 6 TKO 6 Provisions Applicable to All Bids
TKO 6.1 TKO 6.1 Where there is more than one class of shares
TKO 6.1.1 TKO 6.1.1
Targethas more than one class of Sharesas its capital, the Biddermust:(a) make a fair and appropriate Bid, having regard to current circumstances, for each class whether such capital carries voting rights or not;(b) consult the DFSAin advance of such a Bidbeing made; and(c) ensure that a Bidfor non-voting Sharesis not conditional on any particular level of acceptances in respect of that class unless the Bidfor the voting Sharesis also conditional on the success of the Bidfor the non-voting Shares.
TKO 6.1.1 Guidance
A fair and appropriate
Bidneed not necessarily be an identical Bid.
Classes of non-equity
Sharecapital need not be the subject of a Bid, except in the circumstances referred to in TKO Rule 4.1.1.
Bidis made for more than one class of Shares, separate Bidsmust be made for each class.
TKO 6.2 TKO 6.2 Appropriate bid for options, convertibles and rights
Bidis made for Sharesand the Targethas:(a) issued options conferring a right to acquire Shares;(b) issued Convertiblesconferring a right to convert a Securityinto Shares; or(c) issued subscription rights conferring a right to subscribe for Shares;
which remain outstanding, the
Biddermust make a Bidor proposal to the holders of each such category of options, Convertiblesor subscription rights.
Bidor proposal under TKO Rule 6.2.1 must, in relation to the holders in each such category:(a) be fair and appropriate;(b) provide equal treatment; and(c) ensure that their interests are safeguarded.
TKO 6.3 TKO 6.3 Special deals with favourable conditions
TKO 6.3.1 TKO 6.3.1
Bidderor Personsacting in concert with it must not make any arrangements with shareholders and must not deal or enter into arrangements to deal in Sharesof the Target, or enter into arrangements which involve acceptance of a Bid, either during a Bidor when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders.
TKO 6.4 TKO 6.4 Announcement of acceptance levels
By 9:00am (Dubai time) at the latest on the business day following the day on which a
Bidis due to expire, or becomes or is declared unconditional as to acceptances, or is extended, the Biddermust make an appropriate announcement including an announcement made in the same manner as a market disclosure required under Rule 4.7.1 of the Markets Rules.
TKO 6.4.2 TKO 6.4.2
The announcement must state the total numbers of
Sharesand rights over Shares(as nearly as practicable);(a) for which acceptances of the Bidhave been received;(b) held before the Bid Period; and(c) acquired or agreed to be acquired during the Bid Period;
and must specify the percentages of the relevant classes of
Sharesrepresented by these numbers.
TKO 6.4.2 Guidance1. See also TKO Rule 188.8.131.52. If, during a
Bid, any statements are made by a Bidderor its advisers about the level of acceptances of the Bidor the number or percentages of shareholders who have accepted the Bid, an immediate announcement must be made in conformity with these Rules.3. If a Bidderfails within the time limit to comply with the requirements in this Section, the DFSAor Authorised Market Institution(as appropriate) may consider a temporary suspension of listing of the Target's Sharesand, where appropriate, the Bidder's Sharesuntil the relevant information is given.
TKO 6.5 TKO 6.5 Use of proxies and authorities in relation to acceptances
Biddermust not require the shareholders of the Target, as a term of his acceptance of a Bid, to appoint a proxy to vote in respect of those Sharesor to appoint a particular Personto exercise any other rights or take any other action in relation to those Sharesunless the appointment is on the following terms, which must be set out in the Bid Document:(a) the proxy may not vote, the rights may not be exercised and no other action may be taken unless the Bidis wholly unconditional or, in the case of voting by the proxy, the Bidwill become wholly unconditional or lapse immediately upon the outcome of the resolution in question;(b) where relevant, the votes are to be cast as far as possible to satisfy any outstanding condition of the Bid;(c) the appointment ceases to be valid if the acceptance is withdrawn; and(d) the appointment applies only to Sharesin respect of which there is an acceptance of the Bid.