ADVOKS GLOBAL · KENYA
The Capital Markets (Take-Overs and Mergers) Regulations
9. Offeree comments on the statement and take-over offer
Edition: 2022-12-31 · In force
9. Offeree comments on the statement and take-over offer
(1)Subject to the independent advice required under regulation 10 the Board of directors of the offeree shall within fourteen days after the receipt of the take-over offer document under regulation 7 issue a circular to the holders of voting shares in the offeree to which the take-over offer relates, indicating whether or not the board of directors of the offeree recommend to holders of the voting shares the acceptance of the take-over offer(s) made by the offeror under the take-over scheme.(2)The circular referred to in paragraph (1) shall include the information contained in the Third Schedule.(3)The board of directors of the offeree shall disclose in the circular referred to in paragraph (1) to every holder of the voting rights to which the take-over offer relates all such information as the holders of such voting shares and their professional advisers would reasonably require or expect to find in such a circular or for the purpose of making an informed assessment as to the merits of accepting or rejecting the take-over offer and the extent of the risks involved in such action.(4)Without prejudice to the generality of paragraph (3) the statement shall include, but is not limited to information on—(a)the offeror's stated intentions regarding the continuation of the business of the offeree;(b)the offeror's stated intentions regarding major changes to be introduced in the business, including plans to liquidate the offeree, sell its assets, re-deploy the fixed assets of the offeree or make any other major change in the structure of the offeree;(c)the offeror's stated long term commercial justification for the proposed take-over offer;(d)the offeror's stated intentions with regard to the continued employment of the board of directors, management and employees of the offeree and of its subsidiaries;(e)the reasonableness of the take-over offer, including, the reasonableness and accuracy of profit forecasts for the offeree, if such forecast is included by the offeror in the offer document; and(f)any other information relevant for the informed assessment of the holders of voting shares and their professional advisers.