Capital Markets (Takeovers and Mergers) Regulations

1. These regulations may be cited as the Capital Markets (Takeovers and Mergers) Regulations,

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) These Regulations shall apply to the conduct of all takeover offers and mergers, whether voluntary or mandatory, made in respect of listed companies.
2. (2) All persons engaged in substantial acquisition of shares, takeover and merger transactions shall observe the general principles set out in part A of the Schedule 2

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. "acquire" means a person who buys a stake in an already existing company;
2. "acquirer" means a person who, directly or indirectly, acquires or agrees to acquire shares, bonds or voting rights in the offeree or acquires or agree to acquire control over the offeree either by himself or with any person acting in concert with the acquirer; "acceptable securities" means securities that fall within the definition of securities in the Act. "associated person'' has the same meaning as referred in section 2 of the Act; "competing takeover offer" means an offer made by a person with respect to the offeree's voting rights in response to an offer that has already been made to the offeree and that such other person shall be deemed to be the competing offeror;
3. "counter offer" means a takeover offer made by an offeree to an offeror;
4. "currency point" has a meaning assigned to it in Schedule 1 of these Regulations;
5. "de-listing" means to remove the shares of a company from the official list of a stock exchange at which the shares are listed;
6. "effective control" means the acquisition of shares in a listed company which together with shares if any already held by the offeror or by any other person that is deemed to be associated or related to the offeror or by persons acting in concert with the offeror carry the right to exercise or control the exercise of not less than twenty five percent of the voting rights of the offeree;
7. "Independent advisor" means a person approved by the Authority who gives advice, makes recommendations, issues reports or furnishes analysis on securities either directly or through publications and includes the following-
8. "escrow account" means an account opened at a bank to keep funds used to acquire the company as a commitment by the acquirer;

7 further items remain in the statutory text above.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) A person shall not make an offer to acquire voting rights of a listed company which together with voting rights already held by that person or persons acting in concert or by associated person or persons or related company entitle that person to exercise effective control in the listed company without complying with the takeover procedure provided for under these Regulations. (2) Where a person- (a) holds more than 15% but less than 50% of the voting rights of a listed company, and who acquires in any one year more than 5% of the voting rights of such company; (b) holds 50% or more of the voting rights of a listed company and acquires additional voting rights in the listed company; (c) acquires a company that holds effective control in the listed company or together with the voting rights already held by an associated person or related company, resulting in acquiring effective control; or (d) acquires any shareholding of 20% or more in a subsidiary of a listed company that has contributed 50% or more to the average annual turnover in the latest three financial years of the listed company preceding the acquisition, that a person shall be presumed to have a firm intention to make a takeover of that listed company and required to comply with the procedure prescribed by regulation 5. (3) A company that is already in control of 15% but less than 50% of the voting rights of a listed company may without the need to comply with the takeover procedures prescribed by regulation 6, acquire up to an additional 10% in any one year in that listed company up to a maximum of 50%.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) A person who intends or proposes to acquire effective control in a listed company shall within twenty four hours- (a) from the resolution of its board to acquire effective control in the company; or (b) after making a decision to acquire effective control in the company in the case of any other person, announce the proposed offer by press notice and serve a notice of intention, in writing of the takeover scheme containing the particulars set out in sub-regulation (2) to- (i) The proposed offeree at its registered office; (ii) The stock exchange at which the offeree's voting rights are listed; and (iii) The Authority. (2) The press notice referred to in sub-regulation (1) shall be made after the notice of intention has been served on the proposed offeree and state "that the person intends to acquire or has acquired effective control in the company and has given a notice of intention to make a takeover offer to the company or made application to the Authority for exemption from the takeover requirements, in compliance with this regulation" and shall include the following information in part B of Schedule 2- (a) the identity of the proposed offeror and all persons acting in concert with the proposed offeror; (b) the identity of the proposed offeree and the stock exchange at which its shares are listed; (c) whether the proposed offeror intends to make a takeover offer or apply to the Authority, for exemption from making a takeover offer;
2. (d) the type and total number of voting rights of the offeree-
3. (i) which have been previously acquired, held or controlled directly or indirectly by the offeror or a person acting in concert with the proposed offeror;
4. (ii) in respect of which the proposed offeror or a person acting in concert with the proposed offeror has received an irrevocable undertaking from other holders of voting rights to which the takeover relates to accept the take- over offer; and
5. (iii) in respect of which the proposed offeror or a person acting in concert with the proposed offeror has an option to acquire;
6. (e) where applicable, the details of any existing or proposed agreement, arrangement or understanding relating to voting rights referred to in paragraph (d) between the proposed offeror or a person acting in concert with the proposed offeror and the holders of the voting rights to which the takeover relates;
7. (f) the conditions of the takeover offer, including conditions relating to acceptance, listing and increase of capital;
8. (3) Where a person has acquired effective control in a company and has no intention of making a takeover offer, that person shall-

5 further items remain in the statutory text above.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) The Authority may grant an exemption subject to sub regulation (4) in writing to a person or takeover offer or to any class or category or description of persons or takeover offers subject to any conditions, restrictions or limitations as may be imposed by the Authority.
2. (2) The granting of the exemption under this regulation shall serve the wider interests of the shareholders and the public.
3. (3) The circumstances under which the Authority may grant exemptions from complying with regulation 6 include- (a) acquisition for the purpose of strategic investment in a listed company that is tied up with management or any other technical support relevant to the business of the company; (b) a management buy-out involving a majority of the employees of the offeree; (c) restructuring of the listed company's share capital including acquisition, amalgamation and any scheme approved by the Authority; (d) acquiring a listed company in financial distress;
4. (e) acquisition of effective control arising out of disposal of pledged securities; (f) maintaining domestic shareholding for a strategic reason; and
5. (g) any other circumstances which in the opinion of the Authority may warrant an exemption.
6. (4) These regulations do not require a person who-
7. (a) at the commencement of these Regulations, holds 15% or more of the voting rights of a listed company; or
8. (b) holds 15% or more of the voting rights in an issuer applying for listing, at the date of listing, to comply with the takeover procedure provided under regulation 6.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Upon receiving the offeror's statement under regulation 5(4), the offeree shall inform the relevant stock exchange and the Authority of this receipt and make an announcement by press notice of the proposed takeover offer within twenty-four hours after receipt of the statement.
2. (2) The offeree shall include in the press notice under sub regulation (1) all material information contained in the offeror's statement.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) The offeror shall within fourteen days from the date of serving the offeror's statement made under regulation 6(4), submit to the Authority for approval, the takeover offer document in relation to the takeover offer which shall include information contained in Part D of Schedule 2, the prescribed fee contained in Schedule 3 and any other information that the Authority may require.
2. (2) The Authority shall make a decision on the offer document within thirty days where the documents are in compliance with the requirements of these Regulations or such other time as may be determined by the Authority except that where the Authority has determined that it is not possible to grant approval within thirty days it shall advise the offeror of the position.
3. (3) The offer document approved by the Authority shall include the following statement prominently displayed on the first page of the offer document- "The Capital Markets Authority has approved this document as being compliant with the requirements pertaining to the takeover offer document under the Capital Markets Takeover and Mergers Regulations, 2012. As a matter of policy, the Capital Markets Authority assumes no responsibility for the correctness of any statements or opinions made in this takeover offer document. Approval of this takeover document is not to be taken as an indication of the merits of this offer or a recommendation by the Authority to the offeree's shareholders. If you are in doubt about this offer, you should consult the independent adviser appointed by your board of directors, your broker or other professional advisor." (4) The takeover offer document shall be served by the offeror on the offeree within five days from the date of approval of the takeover document by the Authority. (5) The offeree shall within fourteen days from the receipt of the approved takeover document circulate to its shareholders the takeover offer document and the independent advisor's circular required under regulation 12.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) The Takeover offer document shall be dated and shall state that unless varied under regulation 18, it will remain open for acceptance by the offeree for thirty days from the date of service of the takeover offer document by the offeror.
2. (2) The offer shall not be conditional upon the offeree approving or consenting to any payment or other benefit being made or given to any director of the offeree or any other person that is deemed to be related to the offeree as compensation for loss of office or as consideration for, or in connection with, his or her retirement from the office.
3. (3) The offer shall state-
4. (a) whether or not the offer is conditional upon acceptance of the offer under the takeover scheme, being received in respect of a minimum number of issued voting rights of the offeree and if so, that minimum;
5. (b) if the shares are to be acquired in whole or in part for cash, the period within which payment will be made and the method of payment;
6. (c) if the shares are to be acquired through a share exchange the proportion of the share exchange and the period within which the offeree's shareholders shall receive the new shares; (d) whether the offer is conditional upon maintenance of a minimum percentage of share holding by the general public to satisfy the continuing eligibility requirements for listing; and
7. (e) the circumstances that shall apply if the conditions in (a) - (d) are not fulfilled.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Subject to the independent advice required under regulation 12, the board of directors of the offeree company shall within fourteen days after receipt of the takeover offer document under regulation 9(4), issue a statement in form of a circular to the holders of voting rights in the offeree company to which the takeover offer relates, in which it will indicate whether or not the board of directors of the offeree company recommend to holders of the voting rights-
2. (a) the acceptance of the takeover offer made; (b) the offeror under the takeover scheme; and (c) the information contained in Part E of Schedule 2. (2) The board of directors of the offeree shall disclose in the statement referred to in sub regulation (1) to each holder of the voting rights to which the takeover offer relates all comments and information that the holders of those voting rights and their professional advisers would reasonably require, and would reasonably expect to find in the statement or for the purpose of making an informed assessment as to the merits of accepting or rejecting the takeover offer and the extent of the risks involved in doing so.
3. (3) Without prejudice to the general effect of sub regulation (2), the statement shall include, but is not limited to, such comments and information on- (a) the offeror's stated intentions regarding the continuation of the business of the offeree; (b) the offeror's stated intentions regarding any major changes to be introduced in the business, including any plans to liquidate the offeree, sell its assets or re-deploy the fixed assets of the offeree or make any other major changes in the structure of the offeree;
4. (c) the offeror's stated long term commercial justification for the proposed takeover offer; (d) the offeror's stated intentions with regard to the continued employment of the board of directors, management and employees of the offeree and of its subsidiaries;
5. (e) the reasonableness of the takeover offer, including the reasonableness and accuracy of profit forecasts for the offeree, if the forecast is included by the offeror in the offer document; and
6. (f) any other relevant information.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) The board of directors of the offeree shall appoint an independent advisor approved and licensed by the Authority, on receipt of the offeror's statement under regulation 5(4) in relation to the takeover offer.
2. (2) the independent advisor appointed under sub regulation (1) shall be an investment advisor or a broker or dealer.
3. (3) The substance of the advice must be made known to the holders of the class of the shareholders to which the takeover offer relates, in a statement by the offeree to its shareholders.
4. (4) The board of directors of the offeror shall appoint an independent advisor where the takeover offer being made is a reverse takeover or where the board of directors of the offeror is faced with a conflict of interest situation.
5. (5) The substance of the advice given to the board of directors of the offeror under sub regulation (2) shall be made known to all the offeror's shareholders.
6. (6) In the case of a reverse takeover, the board of directors of the offeror shall obtain approval of the holders of voting rights of the offeror for the reverse takeover prior to posting of the offer document to all holders of voting rights of the offeree to which the takeover relates. (7) Where the offeror has convertible securities outstanding, the appointed independent advisor shall make known its advice to the holders of those securities, together with the views of the board of directors of the offeror or of the offeree, as the case may be, on the takeover offer or proposal. (8) The independent advisor's circular shall be sent to the board of directors of the offeree and the Authority prior to being served on the offeree's holders of voting rights to which the takeover offer relates.
7. (9) The statement required to be sent by the board of directors of the offeree to the offeree shareholders shall be posted to the relevant holders of the voting rights within fourteen days from the date of the offer document being served in accordance with regulation 9(4). (10) The independent advisor shall disclose all the information in the independent advice as the holders of the voting rights of the offeror, the board of directors of the offeree and all holders of voting rights to which the takeover offer relates and their professional advisors would reasonably require, and would reasonably expect to be informed about, the purpose of making an informed assessment as to the merits of accepting or rejecting the takeover offer and the extent of the risks involved in doing so.
8. (11) The information required by sub regulation (8) to be included in the circular shall be- (a) information which is within the knowledge of the board and of the independent advisor; and (b) information which the independent advisor would be able to obtain by making the enquiries as was reasonable in the circumstances. (12) Subject to sub regulation (9), a person shall, unless the contrary is proved, be presumed to have been aware at a particular time of a fact or occurrence of which, an employee or agent of the person having duties or acting on behalf of the employer or principal was aware of at that time. (13) Without prejudice to the general effect of sub regulation (9), an independent advisor shall include in the circular to the board of directors of the offeree and the offeree shareholders all information and statements required under Part F of Schedule 2.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (a) has an interest of 10% or more of the voting rights of an offeror or offeree at the present time or at any time during the preceding 12 months;
2. (b) has a substantial business relationship with the offeror or offeree at the present time or at any time during the preceding 12 months;
3. (c) being a company, has a director on its board of directors who is also a director on the board of directors of the offeror, if the offeror is a company or on the board of directors of the offeree, as the case may be;
4. (d) is involved in financing the offer by the offeror;
5. (e) is a substantial creditor of either the offeror or the offeree, a person is deemed a substantial creditor if: the loan extended represents more than 10% of the loan outstanding in the offeror or the offeree-
6. (i) the loan extended to either the offeror or the offeree represents more than 10% of the latest shareholders' funds of the person based on the latest audited accounts;
7. (ii) the applicant is a lead banker in a syndicated loan extended to either the offeror or the offeree in the last 3 years; (f) has a financial interest in the outcome of the takeover offer other than as outlined in paragraphs (a) to (d) above; or (g) has been an advisor in planning or restructuring of the offeror or offeree including acquisitions, at any time during the period of 12 months immediately prior to the date of announcement of the takeover offer.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. Where a takeover results in the offeror acquiring 90% of the offeree's voting rights, the offeror shall offer the remaining shareholders a consideration that is equal to the prevailing market price of the voting rights or the price offered to the other holders, whichever is higher

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Where a decision has been reached to make a competing takeover offer, all provisions relating to the takeover procedures shall apply to the competing offer except the notice period. (2) The competing offeror shall serve the takeover offer document required under regulation 9(4) provided that the document is served at least 10 days prior to the closure of the offer period. (3) The period under sub regulation (2) applies to any revisions that may be made to the competing offer.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. An offeror must keep a takeover offer open for acceptances for a period of thirty days from the date the takeover offer document is first served in accordance with regulation 8(4) or a period as may be determined by the Authority.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. Where the offer is conditional upon acceptances in respect of a minimum percentage of shares being received, the offer shall specify a date not
2. being more than 30 days from the date of service of the takeover offer or a later date as the Authority may in a competitive situation or special circumstances allow as the latest date on which the offeror can declare the offer to have become free from that condition.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) An offeror may vary the terms and conditions of a takeover offer including increasing the consideration offered to the whole or part of it, but the variation shall be made at least 5 days prior to the closure of the offer period.
2. (2) The varied takeover offer document shall set out in an appropriate form particulars of the modification of the offeror's statements and information required under part B of Schedule 2 as are necessary having regard to the variations.
3. (3) The offeror shall serve the varied takeover offer document on the offeree, the Authority and the stock exchange within twenty four hours of making the decision to vary the takeover offer, and upon approval from the Authority, the offeror shall make a public announcement by press notice disclosing material variations to the offer.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) An offeror shall not withdraw a takeover offer without the prior written approval of the Authority.
2. (2) Where a takeover offer has been withdrawn, the offeror and a person acting in concert or associated with or related to the offeror, shall within 12 months from the date on which the takeover offer was withdrawn not-
3. (a) make a takeover offer for voting rights that had been the subject of the previous takeover offer; or
4. (b) acquire any additional voting right of the offeree other than as provided under regulation 4. (3) For each month, for a period of 12 months from the date on which the take-over offer is withdrawn, the offeror and all persons acting in concert or associated with or related to this offeror shall furnish the Authority with details of any acquisition by the offeror and persons acting in concert or associated with or related to the offeror of any share of the offeree including any option to acquire any share of the offeree. (4) Withdrawal of a takeover offer may occur under the following circumstances- (a) where the offeree shareholders have rejected the offer; (b) where events satisfactory to the Authority occur rendering either the offeror or offeree; both incapable of fulfilling their obligations under the takeover offer; or (c) in the case of a counter offer which is accepted by the offeror.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) A takeover offer shall be deemed to close on the last day of the offer period. (2) A shareholder in the offeree may withdraw acceptance out of his or her own volition at any time before the closing of the offer.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. For the purposes of this Regulation "pro rata acceptance" means an allocation of acceptance by the offeror in the proportion of the total number of shares accepted by each offeree shareholder in relation to the percentage upon which the offer was conditional.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. The offeror shall inform the Authority and the stock exchange within ten days after the closure of the offer and announce by way of press notice the total number of voting rights to which the takeover offer relates- (a) for which acceptances of the take-over offer have been received after having been served with the takeover offer

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) A person shall not initiate discussions or negotiations with any person in relation to a takeover offer without disclosing the identity of- (a) the proposed offeror and all persons acting in concert or associated with or related to the proposed offeror; or
2. (b) the ultimate offeror, if applicable.
3. (2) In this regulation, "ultimate offeror" includes-
4. (a) a person in accordance with whose directions and instructions proposed offeror or any person acting in concert with the proposed offeror is accustomed to act; (b) a person who has an interest in the proposed takeover offer in accordance with;
5. (c) an agreement, arrangement or understanding with the proposed offeror.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) A person required to make an announcement under regulation 21 shall ensure that the person's financial advisor is reasonably satisfied that:
2. (a) the takeover offer would not fail due to insufficient financial capability of the offeror; and (b) every offeree shareholder who wishes to accept the takeover offer will be paid in full. (2) A person who has no intention of making an offer in the nature of a takeover offer shall not give notice or publicly announce that the person intends to make a takeover offer. (3) A person shall not make a takeover offer or give notice or publicly announce that the person intends to make such an offer where it has no reasonable or probable grounds for believing that it will be able to perform its obligations if the offer is accepted.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) An offeror shall before complying with the issue of a press notice in regulation 6 by way of security for the performance of his or her obligations under these Regulations, deposit in an escrow account the sum specified in sub-regulation (2).
2. (2) The escrow account amount shall be 10% of the total consideration payable.
3. (3) The total consideration payable shall be calculated assuming full acceptances, irrespective of whether the consideration for the offer is payable in cash or otherwise.
4. (4) The escrow account referred to in sub-regulation (1) shall be in the form of- (a) a cash deposit with a commercial bank;
5. (b) a bank guarantee in favor of the offeree that is payable on demand; or
6. (c) deposit of acceptable securities with appropriate margin, with a commercial banker.
7. (5) A bank reported to in sub regulation (1) shall be one licensed under the Financial Institutions Act. (6) Where the escrow account consists of a deposit with a commercial bank, the offeror shall while opening the account, empower the independent advisor appointed for the offer to instruct the bank to issue a banker's cheque or demand draft for the amount lying to the credit of the escrow account.
8. (7) Where the escrow account consists of a bank guarantee, that bank guarantee shall be in favor of the offeree company and valid for at least a period commencing from the date of public announcement until 30 days after the closure of the offer.

6 further items remain in the statutory text above.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) In case of non fulfillment of the obligations under these regulations by the offeror, the commercial bank shall ensure realization of the escrow amount by way of foreclosure of deposit, invocation of bank guarantee or sale of securities. (2) For the amount of consideration payable in cash, the offeror shall, with in a period of 21 days from the date of closure of the offer, open a special account with a commercial bank and deposit in it a sum that would, together with the amount lying in the escrow account, if any, make up the entire sum due and payable to the shareholders as consideration for acceptances received and accepted in terms of these Regulations and that purpose, transfer the funds from the escrow account. (3) The unclaimed balance standing to the credit of the account referred to in sub regulation (2) at the end of three years from the date of deposit of that amount, shall be transferred to a fund of the Authority for use as the Authority may determine. (4) In respect of consideration payable by way of exchange of securities, the offeror shall within 30 days from the date of closure of the offer, ensure that the securities are actually issued and dispatched to the shareholders. (5) The offeror shall within a period of 21 days from the date of closure of the offer, complete all procedures relating to the offer including payment of consideration to the shareholders who have accepted the offer. (6) Where the offeror is unable to make payment to the shareholders within a period of 21 days due to non receipt of the requisite statutory approvals, the Authority may, if satisfied that such non receipt of approvals was not due to willful default of the offeror or failure of the offeror to diligently pursue the application for such approval, grant an extension of time for the purpose subject to the offeror agreeing to paying interest to the shareholders for delay beyond 21 days as may be specified by the Authority.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. The offeror shall not enter into any agreement, arrangement or understanding to deal in or make purchases or sales of voting rights of the offeree, either during a takeover offer or when such a takeover offer is reasonably in contemplation by the offeror, if such agreement, arrangement or understanding to deal have attached to them favorable conditions which are not being extended to all offeree shareholders.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Where a takeover offer is made for the voting rights of an offeree and the offeree has issued convertible securities, the offeror shall make a takeover offer to purchase those securities and shall make appropriate arrangements to ensure that the interests of holders of convertible securities are safeguarded. (2) The offeror shall serve the takeover offer document to purchase the securities referred to in subregulation (1) to the holders of the convertible securities at the same time that the takeover offer document is served on the offeree shareholders in accordance with regulation 8(4). (3) The takeover offer to holders of convertible securities referred to in sub regulation (1) may be affected by way of a scheme approved at the meeting of the holders of the convertible securities.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) The offeror shall not sell any voting rights to which the offer relates during an offer period
2. (2) A person acting in concert with the offeror shall not sell any voting rights or assign any voting rights to which the takeover relates other than to the offeror.
3. (3) The following persons shall disclose the total number and price of all voting rights of the offeror and offeree which are dealt in for their own account-
4. (a) the offeror and all persons acting in concert with the offeror;
5. (b) any chief executive, a director or an officer of the offeror who occupies or acts in a senior managerial position in the offeror, by whatever name called and whether or not he or she is a director;
6. (c) a person who is an associated person in relation to persons referred to in paragraphs (a) and (b); and
7. (d) a person who is accustomed to act in accordance with directions or instructions of the persons referred to in paragraphs (a), (b), or (c).
8. (4) The disclosure under subsection (3) shall be made to the relevant stock exchange and the Authority and announced by way of a press notice, within 24 hours after relevant transaction. (5) All dealings in voting rights of the offeror and offeree made by an associated person for the account of investment clients who are themselves not associated persons shall be similarly disclosed to the relevant securities exchange and the Authority at such time and in such manner as is provided in sub regulations (3) and (4) respectively.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (b) published annual accounts and reports including the latest half-yearly results of the offeree and its subsidiaries; and
2. (c) a copy of the competing offeror's statement in the case of a competing offer.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) The offeree shall not after contact with the offeror or its agents or in any event on receipt of the notice of intention of takeover offer under regulation 6(1), if the offeree has reason to believe that a bona fide takeover is imminent, or during the course of a takeover offer- (a) issue any authorized but unissued shares of the offeree; (b) issue or grant options in respect of any unissued shares of the offeree; (c) create or issue or permit the creation or subscription of any shares of the offeree; (d) sell, dispose of or acquire or agree to sell, dispose of or acquire assets of the offeree or any of its subsidiaries; or
2. (e) enter into or allow contracts for or on behalf of the offeree to be entered into otherwise than in the ordinary course of business of the offeree. (2) Subregulation (1) shall not apply if the transactions referred to in paragraphs (a) to (e) of that subregulation have arisen under a bonafide contract which has been entered into prior to the time when those obligations arose, subregulation (1) and which is not designed to frustrate a takeover offer or change the activity of the offeree.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) During the offer period, the total number and price of all voting rights of the offeror and the offeree which are dealt in by the following persons shall be disclosed by them respectively-
2. (a) the offeree;
3. (b) substantial shareholders of the offeree;
4. (c) any chief executive, a director or officer of the offeree who occupies or acts in a senior managerial position in the offeree, by whatever name called, and whether or not he is a director;
5. (d) a person who is an associated person in relation to persons referred to in paragraphs (a), (b), and (c); and
6. (e) a person who is accustomed to act in accordance with directions or instructions of the persons referred to in paragraph (a), (b), (c) or (d)
7. (2) The disclosure under sub regulation (1) shall be made to the relevant stock exchange and the Authority and announced by way of press notice within 24 hours of the transaction, after the trading hours.
8. (3) All dealings in voting rights of the offeror or the offeree made by an associated person for the account of investment clients who are not themselves associated persons shall be similarly disclosed to the relevant stock exchange and the Authority, at such time and in such manner as provided in sub regulations (1) and (2) respectively.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) On completion of the takeover offer, the offeree shall ensure prompt transfer of the accepted voting rights to the offeror in the register of members maintained as required under the rules of the stock exchange or the Securities Central Depositories Act, 2009 (Act 2 of 2009) in the case of electronic transfer and registration.
2. (2) During an offer period-
3. (a) the offeror and persons acting in concert with the offeror shall not deal in any securities in the offeree company except with the prior approval of the Authority and in case of a listed company,after issuing a one working public day notice to the stock exchange; and
4. (b) the offeror and persons acting in concert with him,shall not deal in shares traded on a stock exchange for which there is no cash alternative.
5. (3) Where discussions are terminated or the offeror decides not to proceed with an offer after an announcement has been made that offer discussions are taking place or that an approach or offer is contemplated, a person privy to that information shall not deal in securities of the offeree company prior to an announcement of the position.(restrictions on dealings before and during the offer).

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) A person shall not- (a) provide or cause to be provided to the holders of voting rights or their professional advisors any document or information in a takeover offer that is false or misleading;
2. (b) provide or cause to be provided to the holders of voting rights or their professional advisors any document or information in a takeover offer from which there is material omission; or (c) engage in conduct relating to a takeover offer which is misleading or deceptive or is likely to mislead or deceive holders of voting rights or their professional advisors.
3. (2) Where information or a document has been circulated or provided to holders of voting rights or their professional advisors and the person who provided the information or document, or engaged in the conduct becomes aware that-
4. (a) the document or information-
5. (i) was false or misleading; or
6. (ii) contains a material omission;
7. (b) the conduct in question was misleading or deceptive, the person shall immediately disclose the fact to the Authority and the relevant stock exchange and make an announcement by way of press notice containing such matters as were necessary to correct the false or misleading matter, the omission, or conduct, as the case may be.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. A person involved in a takeover scheme, merger or compulsory acquisition shall submit such information to the Authority as the Authority may require from time to time.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Where any person-
2. (a) refuses or fails to furnish any document, paper or information which he or she is required to furnish by or under these Regulations;
3. (b) refuses or fails to comply with any order or direction of the Authority made or issued under these Regulations; or (c) contravenes or otherwise fails to comply with the provisions of these Regulations, the Authority may, if it is satisfied after giving the person an opportunity of being heard, that the refusal, failure or contravention was willful, impose a civil penalty or a sum of money not exceeding two hundred currency points as may be specified in the order.
4. (2) In case of a continuing default, the Authority may impose a further sum calculated at a rate of five currency points for every day after the issue of the order during which the failure or contravention continues.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. In the event of a takeover, no trading of shares of the security of the offeree shall be suspended except for the purpose of enabling the offeree to disclose information on the takeover or as may be directed by the Authority for the purpose of obtaining material information on the offer.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) No issuance of shares of a subsidiary of a listed company comprising-
2. (a) twenty five percent or more of the share capital of that subsidiary; or (b) ten percent or more of the share capital of the subsidiary, that has contributed to twenty five percent or more to the average turnover in the latest three financial years of the listed company (preceding the proposed issuance of shares), shall be made without full disclosure through an information circular to the shareholders of the listed company, of all relevant information relating to the transaction for which the shares are being issued subject to the prior approval of the issue of such shares by the Authority.
3. (2) The information circular referred to in paragraph (b) shall be subject to prior approval by the Authority

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Any person who directly or indirectly controls the exercise of seventy five percent or more of the votes attached to the voting rights of a company listed at the stock exchange shall upon the passing of a resolution in the manner prescribed in subregulation (2) to remove the shares from the official list of the stock exchange at which the shares are listed, be taken to have an intention to takeover that company and shall immediately apply the procedures prescribed for takeover as a precondition to the removal from listing.
2. (2) A security of a listed company shall not be de-listed unless-
3. (a) there is a special resolution at which a minimum of 75% of security holders of the company are represented; or (b) there is no objection to the proposed withdrawal from at least 10% of the holders of the security and with the approval of the Authority.
4. (3) The Authority may require the delisting by reason of noncompliance with the listing requirements.
5. (4) Subject to these Regulations, the listed company shall notify the Authority and the relevant stock exchange and make an announcement through a press notice within twenty four hours after the decision by its board of directors to recommend to the holders of any listed security the delisting of that security but the announcement shall state that the delisting shall be subject to the approval of the Authority.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. The Authority may extend the time for compliance with any provision of these Regulations.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) The Authority may establish a subcommittee that shall consider all applications with respect to substantial acquisitions, mergers and takeovers and advise the Authority accordingly. (2) The committee shall consist of members of the Authority and at least two other qualified persons as shall be appointed by the Authority.
2. (3) Where a committee has been established under subregulation (1), the chief executive of the stock exchange shall be invited to the meetings of the committee.
3. (4) The sub-committee in exercise of its delegated responsibility may invite the offeror, the offeree, the independent advisor or any other person whose input is necessary for the purposes of facilitating the takeover.
4. (5) The decision of the committee shall be subject to the approval of the Authority.
5. (6) Where the application has been disapproved, the Authority shall give reasons for the disapproval.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.