ADVOKS GLOBAL · KENYA
The Capital Markets (Take-Overs and Mergers) Regulations
11. Requirements for independent adviser
Edition: 2022-12-31 · In force
11. Requirements for independent adviser
(1)No person shall be eligible to be appointed as an independent adviser under regulation 10 where such a person—(a)has an interest in ten percent or more of the voting shares of an offeror or offeree at the present time or at any time during the twelve months preceding the date of announcement of the offeror's intention of the take-over scheme;(b)has a substantial business relationship with the offeror or offeree at the material time or at any time during the twelve months preceding the date of announcement of the offeror's intention of the take-over scheme.(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;(d)is involved in financing the offer by the offeror;(e)is a substantial creditor of either the offeror or the offeree.(f)has a financial interest in the outcome of the take-over offer than that specified in paragraphs (a) to (d); or(g)has been an adviser in planning or restructuring of the offeror or offeree including acquisitions, at any time during the period of twelve months preceding the date of announcement of the offeror's intention of the take-over scheme.(2)A person is deemed a "substantial creditor" if-(i)the loan extended represents more than ten percent of the loan outstanding in the offeror or the offeree; or(ii)the loan extended to either the offeror or the offeree represents more than ten percent of the shareholders' funds of the person based on the latest audited accounts; or(iii)the person is a lead banker in a syndicated loan extended to either the offeror or the offeree in the preceeding three years;