Entire Section
TKO App2 TKO App2 Contents of Target Circulars
TKO A2.1 TKO A2.1 Disclosure in initial target circular
TKO A2.1.1
The
Governing Body of theTarget must disclose the following information:(a) the substance of the advice given to it by its external advisers;(b) where relevant, its views on the statements in theBid Document regarding theBidder's intentions in respect of theTarget and itsDirectors made pursuant to TKO A1.1;(c) details of the holdings ofSecurities of theTarget in theBidder ;(d) details of the holdings ofShares in theTarget andSecurities in theBidder in whichDirectors of theTarget are directly or indirectly interested;(e) details of the holdings ofShares in theTarget and (in the case of aSecurities Exchange Bid only) ofSecurities in theBidder which anyPerson acting in concert with theTarget owns or controls and the holdings ofShares in theTarget and, (in the case of aSecurities Exchange Bid only) ofSecurities in theBidder , owned or controlled by a subsidiary of theTarget , or by anyPerson acting in concert with it;(f) details of the holdings ofShares in theTarget and (in the case of aSecurities Exchange Bid only) ofSecurities in theBidder owned or controlled by aPerson who has any agreements, arrangements or understandings of the kind referred to in TKO A1.4.1 (j) and (k) with theTarget or with anyPerson acting in concert with theTarget ;(g) details of any agreements, arrangements or understandings of the kind referred to in TKO A1.4.1 (j) and (k) or, if there are none, a statement to that effect;(h) material particulars of all service contracts of anyDirector or proposedDirector of theTarget with the entity or any of its subsidiaries, or, if there are none, a statement to that effect; and(i) whether theDirectors of theTarget intend, in respect of their own beneficial holdings ofShares , to accept or reject theBid .
Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]TKO A2.1.2
If any
Person whose holdings ofShares orSecurities are required by TKO A2.1.1 to be disclosed has dealt for value in theShares orSecurities in question during the period beginning six months prior to theBid Period and ending with the latest practicable date prior to the posting of theTarget Circular , the details, including dates and prices, must be stated. If no such dealings have taken place, that fact must be stated.
Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]TKO A2.2 TKO A2.2 Financial disclosure
TKO A2.2.1
The
Target must disclose the following information relating to its financial affairs:(a) for the past 3 financial years for which the information has been published, turnover, net profit or loss before and after taxation, the amount of tax, extraordinary items, minority shareholders' interests, the amount absorbed by dividends and earnings and dividends perShare ;(b) a statement of the assets and liabilities shown in the latest published audited accounts;(c) a cash flow statement if provided in the latest published audited accounts;(d) all known material changes in the financial or trading position of theTarget subsequent to the latest published audited accounts or a statement that there are no known material changes;(e) details relating to items referred to in paragraph (a) above in respect of any interim statement or preliminary announcement made since the latest published audited accounts;(f) inflation-adjusted information relating to paragraphs (a) and (b) if any has been published;(g) significant accounting policies together with any points from the notes to the accounts which are of major relevance to an appreciation of the figures, including those relating to inflation adjusted information;(h) details of any reorganisation of capital including capital raisings during the two financial years preceding the commencement of theBid Period ; and(i) details of any bank overdrafts or loans, or other similar indebtedness, mortgages, charges or guarantees or other material contingent liabilities of theTarget and any of its subsidiaries, or, if there are no such liabilities, a statement to such effect.
Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]