TKO A1.4 TKO A1.4 Other disclosures
TKO A1.4.1 TKO A1.4.1
Biddermust disclose the following information:(a) the price or other consideration to be paid for the Shares;(b) precise particulars of the Sharesin respect of which the Bidis made and whether they are to be acquired cum or ex any dividend or other distribution which has been or may be declared;(c) the terms of the Bidand its proposed implementation and the mechanics thereof;(d) all conditions applicable to the Bid;(e) a statement to the effect that settlement of the consideration to which any shareholder is entitled under the Bidwill be implemented in full in accordance with the terms of the Bidwithout regard to any lien, right of set-off, counterclaim or other analogous right to which the Biddermay otherwise be, or claim to be, entitled against such shareholder;(f) particulars of all documents required, and procedures to be followed, for acceptance of the Bid;(g) whether the Bidderintends to avail itself of any powers of compulsory acquisition;(h) in the case of a partial Bid, the reasons for making a partial Bidrather than a full Bid;(i) where the Bidis for cash or includes an element of cash or other assets not comprising Securities, the Bid Documentmust include confirmation by a financial adviser or by an appropriate external and independent Person(for example, the Bidder'sbank) that resources are available to the Biddersufficient to satisfy full acceptance of the Bid;(j) a statement on whether or not any agreement, arrangement or understanding (including any compensation arrangement) exists between the Bidderor any Personacting in concert with it and any of the Directorsof the Targetor Personswho were Directorswithin the preceding 12 months, or shareholders or Personswho were shareholders within the preceding 12 months, having any connection with or dependence upon the Bid;(k) a statement on whether or not any agreement, arrangement or understanding exists between a Bidderand the Targetand Personsacting in concert with them in relation to the Shares;(l) full particulars of any such agreement, arrangement or understanding referred to in (j) and (k); and(m) where the Bidinvolves the issue of unlisted Securities, an estimate of the value of such Securitiesprovided by an external independent adviser, together with the assumptions and methodology used in arriving at that value.
TKO A1.4.1 Guidance1. For the purposes of TKO A1.4.1(i), the
Personconfirming that resources will be available will not be expected to produce the cash itself if, in giving the confirmation, it acts responsibly and has taken all reasonable steps to assure itself that the cash will be available.2. The DFSAmay waive or modify the application of certain provisions of this TKO A1.4 if it is satisfied that circumstances are appropriate. See Chapter 16 of these Rules. In relation to TKO A1.4.1(e), note that the DFSAwill only grant a waiver or modification in exceptional circumstances and where all shareholders are to be treated equally.
In the case of a
Securities Exchange Bid, the Biddermust provide the following additional information:(a) a summary of the principal contents of each material contract (not being a contract entered into in the ordinary course of business) entered into by the Bidderor any of its subsidiaries during the period beginning two years before the commencement of the Bid Period, including particulars of dates, parties, terms and conditions and any consideration passing to or from the Bidderor any of its subsidiaries;(b) whether and in what manner the emoluments of the Directorsof the Bidderwill be affected by the acquisition of the Targetor by any other associated transaction, or, if there will be no affect, a statement to that effect;(c) details of the authorised and issued Sharecapital and the rights of shareholders in respect of capital, dividends and voting;(d) details of any material litigation to which the Bidderis, or may become, a party; and(e) how and when the documents of title to the Securitieswill be issued.