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
Biddermust:(a) post the Bid Documentto shareholders within 21 days of its announcement of a firm intention to make a Bid; and(b) give prior notice to the DFSAby filing a copy of the Bid Documentwith the DFSAat least 1 day prior to such posting.
TKO 11.1.1 Guidance1. The
DFSAmust be consulted if it is considered inappropriate or unlikely that the Bid Documentis 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 DFSAwill not consider the merits of the Bid. It should not be assumed that because of this prior notification, the DFSAwill not use powers available to it where the need for remedial action is subsequently identified.3. The DFSAexpects that the Bid Documentwill be posted within 21 days of the announcement of a firm intention to make a Bidunless the bid is subject to regulatory pre-conditions of a type acceptable to the DFSA. Such regulatory pre-conditions, if acceptable to the DFSAmay 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.
TKO 11.1.2 TKO 11.1.2
Governing Bodyof the Targetmust:(a) advise the Target'sshareholders of its views on the Bidby posting a Target Circularto the shareholders within 21 days of publication of the Bid Document; and(b) give prior notice to the DFSAby filing a copy of the Target Circularwith the DFSAat least 1 day prior to such posting.
TKO 11.1.2 Guidance2. The
DFSAwill not consider the merits of the response to the Bid. It should not be assumed that because of this prior notification, the DFSAwill not use powers available to it where the need for remedial action is subsequently identified.
TKO 11.2 TKO 11.2 Closing dates and extensions
Biddermust ensure that its Bidremains open for at least 35 days following the date on which the Bid Documentis posted.
TKO 11.2.2 TKO 11.2.2
Bidderannounces an extension of a Bid, either the next closing date must be stated or, if the Bidis unconditional as to acceptances, a statement may be made that the Bidwill remain open until further notice. In the latter case, at least 14 days' notice in writing must be given, before the Bidis closed, to those shareholders who have not accepted.
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.
Bidhas become or is declared unconditional as to acceptances, the Biddermust ensure that its Bidremains open for acceptance for not less than 14 days after the date on which it would otherwise have expired. When, however, a Bidis unconditional as to acceptances from the outset, a 14 day extension is not required but the Biddermust clearly and prominently set out the position in the Bid Document.
TKO 11.2.4 TKO 11.2.4
Biddermust comply with any firm statement made by it as to the duration of its Bid.
TKO 11.2.4 Guidance
If statements in relation to the duration of a
Bidsuch as "the Bidwill 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 DFSAallow a Biddersubsequently to extend its Bidbeyond the stated date except where the right to do so has been specifically reserved.
TKO 11.2.5 TKO 11.2.5
Biddermust 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 Documentwas posted.
TKO 11.2.5 Guidance
DFSAmay waive or modify the application of these Rulesif 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 Bidhas been announced (in which case both Bidderswill normally be bound by the time-table established by the posting of the competing Bid Document); orb. if the Governing Bodyof the Targetconsents to an extension.
On the 67th day after the day upon which the initial
Bid Documentwas posted (or any other date beyond which the Bidderhas stated that its Bidwill not be extended) the Biddermust make an announcement by 5.00pm (Dubai time) as to whether the Bidis unconditional as to acceptances or has lapsed.
All conditions must be fulfilled or the
Bidwill lapse within 21 days of:(a) the first closing date; or(b) the date on which the Bidbecomes unconditional as to acceptances;
whichever is the later.
TKO 11.2.8 TKO 11.2.8
Governing Bodyof the Targetproposes to announce any material new information after the 46th day following the posting of the Bid Document, it must consult the DFSAin advance of making any such announcement.
TKO 11.2.8 Guidance1. The
DFSAshould be consulted in good time. This Ruledoes 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 Ruleis made after the 46th day, the DFSAwill 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.
TKO 11.3 TKO 11.3 Settlement of consideration
The consideration must be paid within 14 days of the date of the
Bidbecoming or being declared unconditional and acceptance thereof, whichever is the later.
TKO 11.4 TKO 11.4 Revision of bids
TKO 11.4.1 TKO 11.4.1
Biddermust ensure that its Bid, if revised, is kept open for at least 14 days following the date on which the revised Bid Documentis posted.
TKO 11.4.1 Guidance1. No document revising the
Bidmay therefore be posted within the 14 days ending on the last day the Bidmay 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 Bidwill not be further increased" or "our Bidremains at x cents per Shareand it will not be raised" ("no increase statements") are included in documents sent to Targetshareholders, 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 DFSApermit the Bidderto subsequently amend the terms of its Bidin 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.
Bidis revised, all shareholders who accepted the original Bidmust be entitled to the revised consideration.
Biddermay introduce new conditions only to the extent necessary to implement an increased or improved Bid.
TKO 11.5 TKO 11.5 Alternative bids
TKO 11.5.2 TKO 11.5.2
Where a firm statement has been made that an alternative
Bidwill not be extended or reintroduced and that that alternative Bidhas 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 Bidhas closed for acceptance, a Bidderis not precluded from reintroducing that alternative at a later date.
TKO 11.5.2 Guidance
Reintroduction would constitute a revision of the
Bidand would, therefore, be subject to the requirements of, and only be permitted as provided in, the Rulesin TKO Section 11.4.
TKO 11.6 TKO 11.6 Withdrawal of acceptances
A shareholder of the
Targetwho has accepted the Bidmay withdraw his acceptance:(a) from the date which is 14 days after the first closing date of the initial Bid, if the Bidhas not by such date become or been declared unconditional as to acceptances; and(b) no later than the time that the Bidbecomes or is declared unconditional as to acceptances.