ADVOKS GLOBAL · KENYA
The Capital Markets (Take-Overs and Mergers) Regulations
3. Acquiring effective control
Edition: 2022-12-31 · In force
3. Acquiring effective control
(1)No person shall make an offer to acquire shares or voting rights of a listed company which together with shares or voting rights if any held by such person or by persons acting in concert or by associated person or related company entitle such person to exercise effective control in the listed company without complying with the take-over procedure provided for under regulation 4.(2)Where a person—(a)holds more than twenty five percent but less than fifty percent of the voting shares of a listed company, and who acquires in any one year more than five percent of the voting shares of such company; or(b)holds fifty percent or more of the voting shares of the listed company and who acquires additional voting shares in the listed company; or(c)acquires a company that holds effective control in the listed company or together with the shares already held by associated persons or related company or persons acting in concert with such person, will result in acquiring effective control of the listed company; or(d)acquires any shareholding of twenty five percent or more in a subsidiary of a listed company that has contributed fifty percent or more to the average annual turnover in the latest three financial years of the listed company preceding the acquisition,the person shall be presumed to have a firm intention to make a take-over of such listed company and shall be required to comply with the take-over procedures set out under regulation 4:Provided that a company that is already in control of twenty-five percent but less than fifty percent of the voting shares of the listed company may acquire upto five percent in any one year in such listed company upto a maximum of fifty percent.