Entire Section

  • 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]