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 theBid Document to shareholders within 21 days of its announcement of a firm intention to make aBid ; and(b) give prior notice to theDFSA by filing a copy of theBid Document with theDFSA 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. TheDFSA must be consulted if it is considered inappropriate or unlikely that theBid 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 theBid .2. TheDFSA will not consider the merits of theBid . It should not be assumed that because of this prior notification, theDFSA will not use powers available to it where the need for remedial action is subsequently identified.3. TheDFSA expects that theBid Document will be posted within 21 days of the announcement of a firm intention to make aBid unless the bid is subject to regulatory pre-conditions of a type acceptable to theDFSA . Such regulatory pre-conditions, if acceptable to theDFSA 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 theBid 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 theTarget must:(a) advise theTarget's shareholders of its views on theBid by posting aTarget Circular to the shareholders within 21 days of publication of theBid Document ; and(b) give prior notice to theDFSA by filing a copy of theTarget Circular with theDFSA 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
2. TheDFSA will not consider the merits of the response to theBid . It should not be assumed that because of this prior notification, theDFSA 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 itsBid remains open for at least 35 days following the date on which theBid 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 aBid , either the next closing date must be stated or, if theBid is unconditional as to acceptances, a statement may be made that theBid will remain open until further notice. In the latter case, at least 14 days' notice in writing must be given, before theBid 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, theBidder must ensure that itsBid remains open for acceptance for not less than 14 days after the date on which it would otherwise have expired. When, however, aBid is unconditional as to acceptances from the outset, a 14 day extension is not required but theBidder must clearly and prominently set out the position in theBid 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 itsBid .
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 "theBid 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 theTarget , or are made by or on behalf of aBidder , itsDirectors , officials or advisers, and not withdrawn immediately if incorrect, then only in exceptional circumstances will theDFSA allow aBidder subsequently to extend itsBid 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 itsBid (whether revised or not) to become unconditional as to acceptances after midnight (Dubai time) on the 67th day after the day the initialBid 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 theseRules if it is satisfied that circumstances are appropriate. See TKO Chapter 16 of theseRules . Note that a waiver of TKO Rule 11.2.5 will normally only be granted:a. if a competingBid has been announced (in which case bothBidders will normally be bound by the time-table established by the posting of the competingBid Document ); orb. if theGoverning Body of theTarget 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 theBidder has stated that itsBid will not be extended) theBidder must make an announcement by 5.00pm (Dubai time) as to whether theBid 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 theBid 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 theTarget proposes to announce any material new information after the 46th day following the posting of theBid Document , it must consult theDFSA 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. TheDFSA should be consulted in good time. ThisRule 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 theTarget , every effort should be made to bring forward the date of the announcement.3. If an announcement of the kind referred to in thisRule is made after the 46th day, theDFSA 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 itsBid , if revised, is kept open for at least 14 days following the date on which the revisedBid Document is posted.
Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]TKO 11.4.1 Guidance
1. No document revising theBid may therefore be posted within the 14 days ending on the last day theBid 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 "theBid will not be further increased" or "ourBid remains at x cents perShare and it will not be raised" ("no increase statements") are included in documents sent toTarget shareholders, or are made by or on behalf of aBidder , itsDirectors , officials or advisers, and not withdrawn immediately if incorrect, then only in exceptional circumstances will theDFSA permit theBidder to subsequently amend the terms of itsBid in any way, even if the amendment would not result in an increase of the value of theBid , 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 originalBid 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 improvedBid .
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 alternativeBids , 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 alternativeBid 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 alternativeBid has closed for acceptance, aBidder 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, theRules 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 theBid may withdraw his acceptance:(a) from the date which is 14 days after the first closing date of the initialBid , if theBid has not by such date become or been declared unconditional as to acceptances; and(b) no later than the time that theBid becomes or is declared unconditional as to acceptances.
Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]