Entire Section

  • 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to shareholders in the Target, or are made by or on behalf of a Bidder, its Directors, officials or advisers, and not withdrawn immediately if incorrect, then only in exceptional circumstances will the DFSA allow a Bidder subsequently to extend its Bid beyond the stated date except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]