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 the Target 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 the Bid Document regarding the Bidder's intentions in respect of the Target and its Directors made pursuant to TKO A1.1;
        (c) details of the holdings of Securities of the Target in the Bidder;
        (d) details of the holdings of Shares in the Target and Securities in the Bidder in which Directors of the Target are directly or indirectly interested;
        (e) details of the holdings of Shares in the Target and (in the case of a Securities Exchange Bid only) of Securities in the Bidder which any Person acting in concert with the Target owns or controls and the holdings of Shares in the Target and, (in the case of a Securities Exchange Bid only) of Securities in the Bidder, owned or controlled by a subsidiary of the Target, or by any Person acting in concert with it;
        (f) details of the holdings of Shares in the Target and (in the case of a Securities Exchange Bid only) of Securities in the Bidder owned or controlled by a Person who has any agreements, arrangements or understandings of the kind referred to in TKO A1.4.1 (j) and (k) with the Target or with any Person acting in concert with the Target;
        (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 any Director or proposed Director of the Target with the entity or any of its subsidiaries, or, if there are none, a statement to that effect; and
        (i) whether the Directors of the Target intend, in respect of their own beneficial holdings of Shares, to accept or reject the Bid.

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

      • TKO A2.1.2

        If any Person whose holdings of Shares or Securities are required by TKO A2.1.1 to be disclosed has dealt for value in the Shares or Securities in question during the period beginning six months prior to the Bid Period and ending with the latest practicable date prior to the posting of the Target 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 per Share;
        (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 the Target 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 the Bid Period; and
        (i) details of any bank overdrafts or loans, or other similar indebtedness, mortgages, charges or guarantees or other material contingent liabilities of the Target 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]