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 the Shares;
      (b) precise particulars of the Shares in respect of which the Bid 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 the Bid and 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 Bid will be implemented in full in accordance with the terms of the Bid without regard to any lien, right of set-off, counterclaim or other analogous right to which the Bidder 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 the Bid;
      (g) whether the Bidder intends to avail itself of any powers of compulsory acquisition;
      (h) in the case of a partial Bid, the reasons for making a partial Bid rather than a full Bid;
      (i) where the Bid is for cash or includes an element of cash or other assets not comprising Securities, the Bid Document must include confirmation by a financial adviser or by an appropriate external and independent Person (for example, the Bidder's bank) that resources are available to the Bidder sufficient 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 Bidder or any Person acting in concert with it and any of the Directors of the Target or Persons who were Directors within the preceding 12 months, or shareholders or Persons who 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 Bidder and the Target and Persons acting 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 Bid involves the issue of unlisted Securities, an estimate of the value of such Securities 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), the Person 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. The DFSA 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 these Rules. In relation to TKO A1.4.1(e), note that the DFSA 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, the Bidder 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 the Bidder or 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 Bidder or any of its subsidiaries;
      (b) whether and in what manner the emoluments of the Directors of the Bidder will be affected by the acquisition of the Target or by any other associated transaction, or, if there will be no affect, a statement to that effect;
      (c) details of the authorised and issued Share capital and the rights of shareholders in respect of capital, dividends and voting;
      (d) details of any material litigation to which the Bidder is, or may become, a party; and
      (e) how and when the documents of title to the Securities will be issued.

      Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]