ADVOKS GLOBAL · KENYA
The Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023
88. Private transactions
Edition: 2023-12-15 · In force
88. Private transactions
(1)With respect to an application for approval of a private transaction, falling under regulation 84 (c) or (d) or section 31 (1A) (ii) of the Act, the applicant shall submit to the Authority for approval a detailed draft information memorandum or a circular to be published containing information on—(a)the name and address of the applicant;(b)the date of incorporation;(c)the particulars of core activities, directors, management and major shareholders;(d)the details of any agreements entered or proposed to be entered into and the cost;(e)a statement by the transaction adviser managing the transaction that to the best of its knowledge and belief the application constitutes full and true disclosure of all material facts about the offer and issuer and where appropriate it has satisfied itself that the profit forecasts have been stated by the directors after due and careful inquiry;(f)the details of any proposed merger, takeover, acquisitions, share swap, reorganization or restructure scheme and the relevant shareholders or board resolutions;(g)a declaration by the directors of the applicant in the following form—“This application has been approved by the directors of the company all of whom jointly and severally accept responsibility for the accuracy of the information given and confirm that after making all reasonable inquiries and to the best of their knowledge and belief, there are no facts the omission of which would make any statement herein misleading”; and(h)any other matters as may be required by the Authority.(2)The applicant shall make a public announcement of its intention to apply to the Authority for approval of the proposed transfer and reasons therein and a copy of the transfer form for the proposed transaction shall be submitted to the Authority together with the application.