ADVOKS GLOBAL · KENYA
The Capital Markets (Take-Overs and Mergers) Regulations
5. Exemptions
Edition: 2022-12-31 · In force
5. Exemptions
(1)Subject to this regulation, the Authority may in writing grant an exemption from complying with the provisions of regulation 4 to any particular person or take-over offer or to any particular class, category, description of persons or take-over offers subject to such conditions as may be imposed by the Authority.(2)The granting of an exemption under paragraph (1) shall serve the wider interests of the shareholders and the public and such circumstances shall include—(a)an acquisition for the purpose of a strategic investment in a listed company that is tied up with management or any other technical support relevant to the business of such company;(b)a management buy-out involving a majority of the employees of the offeree;(c)a restructuring of the listed company's share capital including acquisition, amalgamation and any other scheme approved by the Authority;(d)an acquisition of a listed company in financial distress;(e)an acquisition of effective control arising out of disposal of pledged securities;(f)the maintenance of domestic shareholding for strategic reason(s); and(g)any other circumstances which in the opinion of the Authority serves public interest.(3)Nothing in these Regulations shall require any person to comply with the take-over procedure provided under regulation 4 if such person at the commencement of these Regulations holds—(a)twenty five percent or more of the voting shares of a listed company; or(b)twenty five percent or more of the voting shares in an issuer applying for listing, at the date of listing whichever is later.(4)The Authority shall make a public announcement, through the print and electronic media of its decisions on the exemptions granted pursuant to this regulation.