Entire Section
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 ofShares as its capital, theBidder must:(a) make a fair and appropriateBid , having regard to current circumstances, for each class whether such capital carries voting rights or not;(b) consult theDFSA in advance of such aBid being made; and(c) ensure that aBid for non-votingShares is not conditional on any particular level of acceptances in respect of that class unless theBid for the votingShares is also conditional on the success of theBid for the non-votingShares .
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 identicalBid .
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 aBid , 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 ofShares , separateBids 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 forShares and theTarget has:(a) issued options conferring a right to acquireShares ;(b) issuedConvertibles conferring a right to convert aSecurity intoShares ; or(c) issued subscription rights conferring a right to subscribe forShares ;which remain outstanding, the
Bidder must make aBid 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 orPersons acting in concert with it must not make any arrangements with shareholders and must not deal or enter into arrangements to deal inShares of theTarget , or enter into arrangements which involve acceptance of aBid , either during aBid 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 theseRules .
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, theBidder 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 overShares (as nearly as practicable);(a) for which acceptances of theBid have been received;(b) held before theBid Period ; and(c) acquired or agreed to be acquired during theBid 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 aBid , any statements are made by aBidder or its advisers about the level of acceptances of theBid or the number or percentages of shareholders who have accepted theBid , an immediate announcement must be made in conformity with theseRules .3. If aBidder fails within the time limit to comply with the requirements in this Section, theDFSA orAuthorised Market Institution (as appropriate) may consider a temporary suspension of listing of theTarget's Shares and, where appropriate, theBidder'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 theTarget , as a term of his acceptance of aBid , to appoint a proxy to vote in respect of thoseShares or to appoint a particularPerson to exercise any other rights or take any other action in relation to thoseShares unless the appointment is on the following terms, which must be set out in theBid Document :(a) the proxy may not vote, the rights may not be exercised and no other action may be taken unless theBid is wholly unconditional or, in the case of voting by the proxy, theBid 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 theBid ;(c) the appointment ceases to be valid if the acceptance is withdrawn; and(d) the appointment applies only toShares in respect of which there is an acceptance of theBid .
Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]