ADVOKS GLOBAL · KENYA
The Capital Markets (Take-Overs and Mergers) Regulations
8. Requirements for take-over offer
Edition: 2022-12-31 · In force
8. Requirements for take-over offer
(1)The take-over offer shall be dated and shall unless varied under regulation 16, state that it will remain open for acceptance by the offeree for thirty days from the date of service of the take-over offer document by the offeror.(2)The offer shall not be conditional upon the offeree approving or consenting to any payment or other benefit being made or being given to any director of the offeree or to any other person that is deemed to be related to the offeree, as compensation for loss of office or as consideration for, or in connection with, his retirement from the office.(3)The offer shall state—(a)whether the offer is conditional upon acceptance of the offer under the take-over scheme, being received in respect of a minimum number of issued voting shares of the offeree and if so, the percentage;(b)where the shares are to be acquired in whole or in part for cash, the period within which payment will be made and the method of such payment;(c)where the shares are to be acquired through a share swap, the proportion of the share swap and the period within which the offeree's shareholders shall receive the new shares;(d)whether the offeror is engaged in the same line of business as the offeree, and whether the offer is conditional upon receiving approval under the Restrictive Trade Practices, Monopolies and Price Control Act (Cap. 504) or other regulatory approval outside Kenya where the transaction involves companies incorporated outside Kenya;(e)whether the offer is conditional upon maintenance of a minimum percentage of share holding by the general public to satisfy the continuing eligibility requirements for listing; and(f)the circumstances that shall apply in the event the conditions in subparagraphs (a) to (e) are not fulfilled.(4)Every take-over offer document shall contain the following words which shall be prominently displayed on the first page of the take-over offer document;"If you are in any doubt about this offer, you should consult the independent adviser appointed by your board of directors, or your stockbroker, investment bank or other professional investment adviser".