Entire Section

  • TKO 11 TKO 11 Bid Timing and Revision

    • TKO 11.1 TKO 11.1 Filing and posting the bid document and target circular

      • TKO 11.1.1 TKO 11.1.1

        A Bidder must:

        (a) post the Bid Document to shareholders within 21 days of its announcement of a firm intention to make a Bid; and
        (b) give prior notice to the DFSA by filing a copy of the Bid Document with the DFSA at least 1 day prior to such posting.
        Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]
        [Amended] DFSA RM42/2007 (Made 15th February 2007). [VER2/02-07]

        • TKO 11.1.1 Guidance

          1. The DFSA must be consulted if it is considered inappropriate or unlikely that the Bid Document is posted within this period and may, in considering any appropriate waiver or modification, require that interest for the period of delay be included in the Bid.
          2. The DFSA will not consider the merits of the Bid. It should not be assumed that because of this prior notification, the DFSA will not use powers available to it where the need for remedial action is subsequently identified.
          3. The DFSA expects that the Bid Document will be posted within 21 days of the announcement of a firm intention to make a Bid unless the bid is subject to regulatory pre-conditions of a type acceptable to the DFSA. Such regulatory pre-conditions, if acceptable to the DFSA may be permitted by way of a modification to delay the posting and disclosure of the bid documents as required under TKO Rule 11.1.1(a) and (b) and TKO Rule 2.4.6. Any such acceptance must be obtained in the form of a modification pursuant to TKO Rule 16.1.
          4. See also TKO Rule 8.1.2 in relation to disclosure of the Bid Document.
          Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]
          [Amended] DFSA RM40/2007 (Made 8th February 2007). [VER2/02-07]

      • TKO 11.1.2 TKO 11.1.2

        The Governing Body of the Target must:

        (a) advise the Target's shareholders of its views on the Bid by posting a Target Circular to the shareholders within 21 days of publication of the Bid Document; and
        (b) give prior notice to the DFSA by filing a copy of the Target Circular with the DFSA at least 1 day prior to such posting.
        Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]
        [Amended] DFSA RM42/2007 (Made 15th February 2007). [VER2/02-07]

        • TKO 11.1.2 Guidance

          1. See also TKO Rule 8.1.2 and TKO Rule 8.2.2 in relation to the disclosure of the Target Circular.
          2. The DFSA will not consider the merits of the response to the Bid. It should not be assumed that because of this prior notification, the DFSA will not use powers available to it where the need for remedial action is subsequently identified.
          Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]
          [Amended] DFSA RM40/2007 (Made 8th February 2007). [VER2/02-07]

    • TKO 11.2 TKO 11.2 Closing dates and extensions

      • TKO 11.2.1

        A Bidder must ensure that its Bid remains open for at least 35 days following the date on which the Bid Document is posted.


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

      • TKO 11.2.2 TKO 11.2.2

        Where a Bidder announces an extension of a Bid, either the next closing date must be stated or, if the Bid is unconditional as to acceptances, a statement may be made that the Bid will remain open until further notice. In the latter case, at least 14 days' notice in writing must be given, before the Bid is closed, to those shareholders who have not accepted.


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

        • TKO 11.2.2 Guidance

          There is no obligation to extend a Bid, the conditions of which are not met by the first or any subsequent closing date.


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

      • TKO 11.2.3

        After a Bid has become or is declared unconditional as to acceptances, the Bidder must ensure that its Bid remains open for acceptance for not less than 14 days after the date on which it would otherwise have expired. When, however, a Bid is unconditional as to acceptances from the outset, a 14 day extension is not required but the Bidder must clearly and prominently set out the position in the Bid Document.


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

      • TKO 11.2.4 TKO 11.2.4

        A Bidder must comply with any firm statement made by it as to the duration of its Bid.


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

        • TKO 11.2.4 Guidance

          If statements in relation to the duration of a Bid such as "the Bid will not be extended beyond a specified date unless it is unconditional as to acceptances" ("no extension statements") are included in documents sent to shareholders in the Target, or are made by or on behalf of a Bidder, its Directors, officials or advisers, and not withdrawn immediately if incorrect, then only in exceptional circumstances will the DFSA allow a Bidder subsequently to extend its Bid beyond the stated date except where the right to do so has been specifically reserved.


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

      • TKO 11.2.5 TKO 11.2.5

        A Bidder must not allow or declare its Bid (whether revised or not) to become unconditional as to acceptances after midnight (Dubai time) on the 67th day after the day the initial Bid Document was posted.


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

        • TKO 11.2.5 Guidance

          The DFSA may waive or modify the application of these Rules if it is satisfied that circumstances are appropriate. See TKO Chapter 16 of these Rules. Note that a waiver of TKO Rule 11.2.5 will normally only be granted:

          a. if a competing Bid has been announced (in which case both Bidders will normally be bound by the time-table established by the posting of the competing Bid Document); or
          b. if the Governing Body of the Target consents to an extension.

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

      • TKO 11.2.6

        On the 67th day after the day upon which the initial Bid Document was posted (or any other date beyond which the Bidder has stated that its Bid will not be extended) the Bidder must make an announcement by 5.00pm (Dubai time) as to whether the Bid is unconditional as to acceptances or has lapsed.


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

      • TKO 11.2.7

        All conditions must be fulfilled or the Bid will lapse within 21 days of:

        (a) the first closing date; or
        (b) the date on which the Bid becomes unconditional as to acceptances;

        whichever is the later.


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

      • TKO 11.2.8 TKO 11.2.8

        If the Governing Body of the Target proposes to announce any material new information after the 46th day following the posting of the Bid Document, it must consult the DFSA in advance of making any such announcement.


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

        • TKO 11.2.8 Guidance

          1. The DFSA should be consulted in good time. This Rule does not displace the obligation upon a reporting entity to make timely disclosure of material information.
          2. Where a matter which might give rise to such an announcement being made after the 46th day is known to the Target, every effort should be made to bring forward the date of the announcement.
          3. If an announcement of the kind referred to in this Rule is made after the 46th day, the DFSA will normally be prepared to grant an extension (by waiver or modification as necessary) to "Day 53" (see TKO rule 11.4.1) and/or "Day 67" (see TKO rule 11.2.5).
          4. For the purpose of TKO rule 11.2.8, material new information would include trading results, profit or dividend forecasts, asset valuations and proposals for dividend payments or for any material acquisition or disposal.

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

    • TKO 11.3 TKO 11.3 Settlement of consideration

      • TKO 11.3.1

        The consideration must be paid within 14 days of the date of the Bid becoming or being declared unconditional and acceptance thereof, whichever is the later.


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

    • TKO 11.4 TKO 11.4 Revision of bids

      • TKO 11.4.1 TKO 11.4.1

        A Bidder must ensure that its Bid, if revised, is kept open for at least 14 days following the date on which the revised Bid Document is posted.


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

        • TKO 11.4.1 Guidance

          1. No document revising the Bid may therefore be posted within the 14 days ending on the last day the Bid may become unconditional as to acceptances.
          2. TKO Rule 11.2.4 also applies in relation to revised bids. If statements in relation to the value or type of consideration such as "the Bid will not be further increased" or "our Bid remains at x cents per Share and it will not be raised" ("no increase statements") are included in documents sent to Target shareholders, or are made by or on behalf of a Bidder, its Directors, officials or advisers, and not withdrawn immediately if incorrect, then only in exceptional circumstances will the DFSA permit the Bidder to subsequently amend the terms of its Bid in any way, even if the amendment would not result in an increase of the value of the Bid, except where the right to do so has been specifically reserved.

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

      • TKO 11.4.2

        Where a Bid is revised, all shareholders who accepted the original Bid must be entitled to the revised consideration.


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

      • TKO 11.4.3

        The Bidder may introduce new conditions only to the extent necessary to implement an increased or improved Bid.


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

    • TKO 11.5 TKO 11.5 Alternative bids

      • TKO 11.5.1

        The provisions of the Rules in TKO Section 11.2, TKO Section 11.3 and TKO Section 11.4 apply equally to alternative Bids, including cash alternatives.


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

      • TKO 11.5.2 TKO 11.5.2

        Where a firm statement has been made that an alternative Bid will not be extended or reintroduced and that that alternative Bid has ceased to be open for acceptance, neither that alternative, nor any substantially similar alternative, may be reintroduced. Where, however, such a statement has not been made and an alternative Bid has closed for acceptance, a Bidder is not precluded from reintroducing that alternative at a later date.


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

        • TKO 11.5.2 Guidance

          Reintroduction would constitute a revision of the Bid and would, therefore, be subject to the requirements of, and only be permitted as provided in, the Rules in TKO Section 11.4.


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

    • TKO 11.6 TKO 11.6 Withdrawal of acceptances

      • TKO 11.6.1

        A shareholder of the Target who has accepted the Bid may withdraw his acceptance:

        (a) from the date which is 14 days after the first closing date of the initial Bid, if the Bid has not by such date become or been declared unconditional as to acceptances; and
        (b) no later than the time that the Bid becomes or is declared unconditional as to acceptances.

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