TKO 4.1.1 TKO 4.1.1
Subject to TKO Rule 4.1.2, when:(a) any
Personacquires, whether by a series of transactions over a period of time or not, Shareswhich carry 30% or more of the voting rights of a Reporting Entity;(b) two or more Personsare acting in concert, and they collectively hold Shareswhich carry less than 30% of the voting rights of a Reporting Entity, and any one or more of them acquires Sharesand such acquisition has the effect of increasing to 30% or more their collective holding of Sharescarrying voting rights of the Reporting Entity;(c) any Personholds not less than 30% of Sharescarrying voting rights of a Reporting Entityand such Personacquires additional Sharesand such acquisition has the effect of increasing that person's holding of Sharescarrying voting rights by more than 3% from the lowest percentage holding of that Personin the 12 month period ending on and inclusive of the date of the relevant acquisition; or(d) two or more Personsare acting in concert, and they collectively hold not less than 30% of Sharescarrying voting rights of a Reporting Entity, and any one or more of them acquires additional Sharesand such acquisition has the effect of increasing their collective holding of Sharescarrying voting rights by more than 3% from the lowest percentage holding of such Personsin the 12 month period ending on and inclusive of the date of the relevant acquisition;
Personmust extend Bidsunder these Rulesto the holders of any class of equity Sharecapital, whether voting or non-voting, and also to the holders of any class of voting non-equity Sharecapital of which such Person, or Personsacting in concert with him, hold Shares.
Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]
TKO 4.1.1 Guidance1. Under Article 9 of the Markets Law 2012 the
DFSAmay waive or modify the application of the Markets Law 2012 or of the Rules.2. Where an obligation to make a Mandatory Bidarises as a consequence of Personsacting in concert, the DFSAshould be consulted at the earliest opportunity to determine, where appropriate, which Personor Personsshould mount the Bidand consequently whether any waiver or modification from this Ruleis appropriate. The DFSAmay, for example, require the Bidto be made by the Personwho acquired the shares which triggered the obligation under TKO Rule 4.1.1 to make the Mandatory Bid.3. A definition of "acting in concert" is provided in TKO Rule 1.4.1. As a consequence of that definition, TKO Rule 4.1.1 may require a Bidto be made even when no single Personin a group acting in concert holds 30% or more of the voting rights.4. Where a Personacquires shares independently from other shareholders, and subsequently groups together with other shareholders to co-operate or to consolidate control of a Reporting Entity, and their existing shareholdings amount to 30% or more of the voting rights in the Reporting Entity, the DFSAwould not normally require a Bidto be made under TKO Rule 4.1.1. However, having once joined together, TKO Rule 4.1.1 may apply. For example, a Mandatory Bidmay be required when a member of the group acquires further shares carrying voting rights such that the total of the groups holdings reach 30% or more.5. The DFSAwill entertain an application for waiver or modification relating to the amount of permissible creep under TKO Rule 4.1.1(c) or (d) only in exceptional circumstances. Without in any way limiting the DFSA'sdiscretion, such a circumstance may include where there is a dilution of voting rights by the issue of new shares or otherwise and it is appropriate to net off the dilution against acquisitions.