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  • 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

        Where a Target has more than one class of Shares as its capital, the Bidder must:

        (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 DFSA in advance of such a Bid being made; and
        (c) ensure that a Bid for non-voting Shares is not conditional on any particular level of acceptances in respect of that class unless the Bid for the voting Shares is also conditional on the success of the Bid for the non-voting Shares.

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

        • TKO 6.1.1 Guidance

          A fair and appropriate Bid need not necessarily be an identical Bid.


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

      • TKO 6.1.2

        Classes of non-equity Share capital need not be the subject of a Bid, except in the circumstances referred to in TKO Rule 4.1.1.


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

      • TKO 6.1.3

        Where a Bid is made for more than one class of Shares, separate Bids must be made for each class.


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

    • TKO 6.2 TKO 6.2 Appropriate bid for options, convertibles and rights

      • TKO 6.2.1

        When a Bid is made for Shares and the Target has:

        (a) issued options conferring a right to acquire Shares;
        (b) issued Convertibles conferring a right to convert a Security into Shares; or
        (c) issued subscription rights conferring a right to subscribe for Shares;

        which remain outstanding, the Bidder must make a Bid or proposal to the holders of each such category of options, Convertibles or subscription rights.


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

      • TKO 6.2.2

        A Bid or 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.

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

    • TKO 6.3 TKO 6.3 Special deals with favourable conditions

      • TKO 6.3.1 TKO 6.3.1

        A Bidder or Persons acting in concert with it must not make any arrangements with shareholders and must not deal or enter into arrangements to deal in Shares of the Target, or enter into arrangements which involve acceptance of a Bid, either during a Bid or when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders.


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

        • TKO 6.3.1 Guidance

          The DFSA may waive or modify the application of TKO Rule 6.3.1 if it is satisfied that circumstances are appropriate. See TKO Chapter 16 of these Rules.


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

    • TKO 6.4 TKO 6.4 Announcement of acceptance levels

      • TKO 6.4.1

        By 9:00am (Dubai time) at the latest on the business day following the day on which a Bid is due to expire, or becomes or is declared unconditional as to acceptances, or is extended, the Bidder must 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.


        Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]
        [Amended] DFSA RM87/2012 (Made 14th June 2012). [VER5/06-12]

      • TKO 6.4.2 TKO 6.4.2

        The announcement must state the total numbers of Shares and rights over Shares (as nearly as practicable);

        (a) for which acceptances of the Bid have 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 Shares represented by these numbers.


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

        • TKO 6.4.2 Guidance

          1. See also TKO Rule 11.2.2.
          2. If, during a Bid, any statements are made by a Bidder or its advisers about the level of acceptances of the Bid or 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 Bidder fails within the time limit to comply with the requirements in this Section, the DFSA or Authorised Market Institution (as appropriate) may consider a temporary suspension of listing of the Target's Shares and, where appropriate, the Bidder's Shares until the relevant information is given.

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

    • TKO 6.5 TKO 6.5 Use of proxies and authorities in relation to acceptances

      • TKO 6.5.1

        A Bidder must 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 Shares or to appoint a particular Person to exercise any other rights or take any other action in relation to those Shares unless 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 Bid is wholly unconditional or, in the case of voting by the proxy, the Bid will 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 Shares in respect of which there is an acceptance of the Bid.

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