The Capital Markets (Take-Overs and Mergers) Regulations
2. Interpretation
2. Interpretation
In these Regulations, unless the context otherwise requires—"acquiring effective control" means the acquisition of shares in the offeree which together with shares if any, already held by the offeror or by any other person that is deemed to be associated or a company or by any other company that is deemed by virtue of being a related company to the offeror or by persons acting in concert with the offeror carry the right to exercise or control the exercise of not less than twenty-five percent of the votes attached to the ordinary shares of the offeree provided that such person already holding twenty-five percent or more but less than fifty percent of the voting shares may acquire no more than five percent of the shares of a listed company in any one year;"acting in concert" means persons who pursuant to a formal or informal agreement or understanding actively co-operate through the acquisition by any of them of shares having voting rights in a public listed company to obtain or consolidate control of that company;"Board" has the meaning assigned to it in the Act;"competing take-over offer" means an offer made by a person with respect to the offeree's voting shares in response to an offer that has already been made and such other person shall be deemed to be the competing offeror;"counter offer" means a take-over offer made by an offeree to an offeror;"effective control" is where a person or a company makes an offer for the acquisition of effective control of an offeree which holds shares which together with shares, if any, already held by such person or an associate person or a company or by any other company that is deemed by virtue of being a related company or by persons acting in concert with such person carry the right to exercise or control the exercise of not less than twenty-five percent of the votes attached to the ordinary shares of an offeree which shall be deemed to be a take-over and the provisions of these Regulations shall apply except where that person or associate person or related company or persons acting in concert with the person, already hold shares carrying more than ninety percent voting rights in the offeree;"days" means calendar days excluding Saturdays, Sundays and public holidays;"merger" means an arrangement whereby the assets of two or more companies become vested in or under the control of one company;"offeror" in relation to a take-over scheme or a take-over offer means any person who acquires or agrees to acquire effective control in the offeree either directly or with any associated person or related company or any person acting in concert with the offeror but does not include a person who holds shares carrying more than ninety percent voting rights in the offeree;"offeree" in relation to a take-over scheme or a take-over offer means a listed company on a securities exchange with shares to which the scheme or offer relates;"offer period" means the period commencing from the date the offeror sends an offeror's statement under regulation 4 until—Source: Kenya Law