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to shareholders in the Target, or are made by or on behalf of a Bidder, its Directors, officials or advisers, and not withdrawn immediately if incorrect, then only in exceptional circumstances will the DFSAallow a Biddersubsequently to extend its Bidbeyond the stated date except where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.