Entire Section
TKO A1.4 TKO A1.4 Other disclosures
TKO A1.4.1 TKO A1.4.1
The
Bidder must disclose the following information:(a) the price or other consideration to be paid for theShares ;(b) precise particulars of theShares in respect of which theBid is 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 theBid and its proposed implementation and the mechanics thereof;(d) all conditions applicable to theBid ;(e) a statement to the effect that settlement of the consideration to which any shareholder is entitled under theBid will be implemented in full in accordance with the terms of theBid without regard to any lien, right of set-off, counterclaim or other analogous right to which theBidder may otherwise be, or claim to be, entitled against such shareholder;(f) particulars of all documents required, and procedures to be followed, for acceptance of theBid ;(g) whether theBidder intends to avail itself of any powers of compulsory acquisition;(h) in the case of a partialBid , the reasons for making a partialBid rather than a fullBid ;(i) where theBid is for cash or includes an element of cash or other assets not comprisingSecurities , theBid Document must include confirmation by a financial adviser or by an appropriate external and independentPerson (for example, theBidder's bank) that resources are available to theBidder sufficient to satisfy full acceptance of theBid ;(j) a statement on whether or not any agreement, arrangement or understanding (including any compensation arrangement) exists between theBidder or anyPerson acting in concert with it and any of theDirectors of theTarget orPersons who wereDirectors within the preceding 12 months, or shareholders orPersons who were shareholders within the preceding 12 months, having any connection with or dependence upon theBid ;(k) a statement on whether or not any agreement, arrangement or understanding exists between aBidder and theTarget andPersons acting in concert with them in relation to theShares ;(l) full particulars of any such agreement, arrangement or understanding referred to in (j) and (k); and(m) where theBid involves the issue of unlistedSecurities , an estimate of the value of suchSecurities provided by an external independent adviser, together with the assumptions and methodology used in arriving at that value.
Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]TKO A1.4.1 Guidance
1. For the purposes of TKO A1.4.1(i), thePerson confirming 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. TheDFSA may 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 theseRules . In relation to TKO A1.4.1(e), note that theDFSA will only grant a waiver or modification in exceptional circumstances and where all shareholders are to be treated equally.
Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]TKO A1.4.2
In the case of a
Securities Exchange Bid , theBidder must 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 theBidder or any of its subsidiaries during the period beginning two years before the commencement of theBid Period , including particulars of dates, parties, terms and conditions and any consideration passing to or from theBidder or any of its subsidiaries;(b) whether and in what manner the emoluments of theDirectors of theBidder will be affected by the acquisition of theTarget or by any other associated transaction, or, if there will be no affect, a statement to that effect;(c) details of the authorised and issuedShare capital and the rights of shareholders in respect of capital, dividends and voting;(d) details of any material litigation to which theBidder is, or may become, a party; and(e) how and when the documents of title to theSecurities will be issued.
Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]