ADVOKS GLOBAL · KENYA
Companies Act
600. Failure to comply with the Takeover Rules relating to bid documentation
Edition: 2024-12-27 · In force
600. Failure to comply with the Takeover Rules relating to bid documentation
(1)This section applies when a takeover bid is made for a company that has securities—(a)that are admitted to trading on a securities exchange or other regulated market in Kenya; and(b)that also confer voting rights.(2)If an offer document published in respect of a takeover bid does not comply with the provisions of the Takeover Rules relating to offer documents—(a)the person making the bid; or(b)if the bid is made by a group of persons, the member of the group that caused the document to be published, commits an offence.(3)A person commits an offence under subsection (2) only if it is proved that the person—(a)knew that the offer document did not comply, or was reckless as to whether it complied, with the relevant provisions of the Takeover Rules; and(b)failed to take all reasonable steps to ensure that it did comply.(4)If an offence under subsection (2) is committed by a member of a group and the member is a body corporate, every officer of the body who is in default also commits the offence.(5)If a response document published in respect of a takeover bid does not comply with the provisions of the Takeover Rules relating to responses to takeover bids, the company to which the bid relates, and each officer of that company who is in default, commit an offence.(6)A person who is found guilty of an offence under this section is liable on conviction—(a)in the case of a natural person, to a fine not exceeding one million shillings; or(b)in the case of a body corporate, to a fine not exceeding two million shillings.(7)Nothing in this section affects any power of the Authority in relation to the enforcement of the Takeover Rules.(8)In this section, "voting rights" in relation to a company means rights to vote at general meetings of the company, including rights that arise only in specified circumstances.