Entire Section

  • TKO 10 TKO 10 Asset Valuations

    • TKO 10.1 TKO 10.1 Valuations in connection with a bid

      • TKO 10.1.1 TKO 10.1.1

        When a Person provides a valuation of assets in connection with a Bid, the Person must ensure that the valuation is supported by the opinion of an appropriate external and independent valuer.


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

        • TKO 10.1.1 Guidance

          1. TKO Rule 10.1.1 applies not only to land, buildings and process plant and machinery but also to other assets, for example, inventory, ships, aircraft and individual parts of a business.
          2. This Rule does not apply to an assessment of value carried out merely for the purpose of preparation of financial accounts.

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

      • TKO 10.1.2

        The person must ensure that such a valuation states:

        (a) the effective date as at which the assets were valued;
        (b) the name, professional qualifications and address of the valuer; and
        (c) if the valuation is not current, that a current valuation would not be materially different.

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

      • TKO 10.1.3 TKO 10.1.3

        If a statement according with TKO Rule 10.1.2 cannot be made, the Person must ensure that the valuation is updated.


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

        • TKO 10.1.3 Guidance

          1. In certain cases, Bid Documents and Target Circulars issued by the Bidder or the Target will include statements of assets reproducing Directors' estimates of asset values published with the entity's accounts. The DFSA will not regard such estimates as "given in connection with a Bid" except where asset values are a particularly significant factor in assessing the Bid and the estimates are, accordingly, given considerably more prominence in the relevant documents than merely being referred to in a note or appendix to a statement of assets.
          2. In exceptional cases, certain Reporting Entities, in particular property companies, which are the subject of an unexpected Bid may find difficulty in obtaining, within the time available, the opinion of an appropriate external valuer to support an asset valuation, as required by this Section, before the Target Circular has to be sent out. In such cases, the DFSA may waive strict compliance with this requirement. The DFSA will only do this where the interests of shareholders appear on balance to be best served by permitting informal valuations to appear coupled with such substantiation as is available. Targets or their advisers who wish to make use of this procedure should consult the DFSA at the earliest opportunity.

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

    • TKO 10.2 TKO 10.2 Opinion and consent letters

      • TKO 10.2.1 TKO 10.2.1

        Where a valuation of assets is given in any document addressed to shareholders:

        (a) the document must include:
        (i) the opinion of the valuer; and
        (ii) a statement that the valuer has given and not withdrawn his consent to the publication of his valuation certificate;
        and
        (b) the valuation certificate must be made available for inspection in the manner described in TKO Rule 8.4.1, together with an associated report or schedule containing details of the aggregate valuation.

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

        • TKO 10.2.1 Guidance

          Where the DFSA is satisfied that disclosure under TKO Rule 10.2.1(b) may be commercially disadvantageous to the entity concerned, it may modify these requirements so as to allow the report or schedule to appear in a summarised form. In certain cases, the DFSA may require any of these documents to be reproduced in full in a document sent to shareholders.


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