ADVOKS GLOBAL · KENYA
The Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023
45. Additional continuing listing requirements before completion of business combination
Edition: 2023-12-15 · In force
45. Additional continuing listing requirements before completion of business combination
(1)The issuer shall be required to complete a business combination within twenty-four months from the date of listing of the special purpose acquisition company initial public offering.(2)Where the business combination comprises of more than one acquisition, the issuer shall be required to complete the acquisitions simultaneously on or around the same day, and each of the acquisitions shall be in separate and inter-conditional resolutions.(3)A business combination under this regulation may be in the form of a merger, share exchange, asset acquisition, share purchase, reorganization, or such other similar business combination, in accordance with the business strategy and acquisition mandate disclosed in the prospectus issued in relation to the special purpose acquisition company initial public offer.(4)The issuer may apply to the Authority for an extension of time, which may not exceed twelve months, to complete the business combination and specifically obtain the approval of a majority of at least seventy-five per cent of the votes cast by independent shareholders at a general meeting to be convened.(5)An extension of time under subregulation (4) may be permitted under exceptional circumstances and any application for the extension of time shall be submitted to the Authority at least one month before the expiry of the permitted time frame.(6)For the purpose of voting on the extension of time to complete the business combination, the founding shareholders, the management team, and their associates, shall not be considered to be independent of one another.(7)The Authority may reject an application for extension of time if the Authority determines that there is no reasonable justification for the application or it is in the interests of the public to do so.(8)The initial business or asset acquired pursuant to the business combination shall have a fair market value of at least eighty per cent of the amount in the escrow account at the time of entry into the binding agreement for the business combination transaction, but shall not include any amount held in the escrow account representing deferred underwriting fees and any taxes payable on the income earned on the escrowed funds.