ADVOKS GLOBAL · KENYA
Companies Act
584. What constitutes a takeover offer
Edition: 2024-12-27 · In force
584. What constitutes a takeover offer
(1)For the purposes of this Part, an offer to acquire shares in a company is a takeover offer if the two conditions specified in subsections (2) and (3) are satisfied in relation to the offer.(2)The first condition is that it is an offer to acquire—(a)all the shares in a company; or(b)if there is more than one class of shares in a company — all the shares of one or more classes,other than shares that at the date of the offer are already held by the offeror.(3)The second condition is that the terms of the offer are—(a)the same in relation to all the shares to which the offer relates; or(b)if the shares to which the offer relates include shares of different classes, the same in relation to all the shares of each class.(4)In subsections (1) to (3), "shares" means shares, other than relevant treasury shares, that have been allotted on the date of the offer. (But see subsection (5)).(5)A takeover offer may include among the shares to which it relates—(a)all or any shares that are allotted after the date of the offer but before a specified date;(b)all or any relevant treasury shares that cease to be held as treasury shares before a specified date; or(c)all or any other relevant treasury shares.(6)In this section—“relevant treasury shares" means shares that—(a)are held by the company as treasury shares on the date of the offer; or(b)become shares held by the company as treasury shares after that date but before a specified date;"specified date" means a date specified in or determined in accordance with the terms of the offer.