If the period allowed by any provision of this Part for fulfilling an obligation is expressed as a number of days, any day that is not working day is to be disregarded in calculating that period.
(1) A condition contained in debentures, or in a deed for securing debentures,is not invalid only because the debentures are made— (a) irredeemable; or (b) redeemable only— (i) on the happening of a c…
A contract with a company to take up and pay for debentures of the company may be enforced by an order for specific performance.
(1) A company shall register an allotment of debentures as soon as practicable,and in any event within two months, after the date of the allotment. (2) If a company fails to comply with subsection (1)…
(1) A company that allots debentures shall establish and maintain a register of debenture holders. (2) Except in so far as the regulations otherwise provide, a company shall ensure its register of deb…
(1) A company that is required to keep a register of debenture holders shall, except when it is duly closed, ensure that the register is, during ordinary office hours, kept available for inspection— (…
(1) If a company— (a) without reasonable excuse— (i) refuses an inspection requested under section 574(2); (ii) fails to comply with a request made under section 574(3); or (b) contravenes section 574…
(1) A person who makes a request under section 574 (2) knowing that therequest contains information that is false or misleading in a material respect commits an offence. (2) A person who is in possess…
(1) A liability incurred by a company— (a) from the making or deletion of a record in the company's register of debenture holders; or (b) from a failure to make or delete any such record, is not enfor…
(1) A holder of debentures of a company is entitled, on request and on payment of the fee (if any) prescribed by the regulations, to be provided with a copy of any trust deed for securing the debentur…
(1) A provision contained in— (a) a trust deed for securing an issue of debentures; or (b) a contract with the holders of debentures secured by a trust deed, is void to the extent that it would have t…
(1) If a company has redeemed debentures previously issued, then unless— (a) provision to the contrary, express or implied, is contained in the company's articles or in any contract made by the compan…
If a company has deposited any of its debentures to secure advances from time to time, whether on current account or otherwise, the debentures are not to be regarded as having been redeemed only becau…
(1) This section applies if debentures of a company are secured by a chargethat, as created, was a floating charge. (2) If— (a) the holders of debentures secured by a charge on property of the company…
In this Part— "associate" has the meaning given by section 589; "Authority" means the Capital Markets Authority; "the company" means the company whose shares are the subject of a takeover offer; "date…
(1) For the purposes of this Part, an offer to acquire shares in a company is a takeover offer if the two conditions specified in subsections (2) and (3) are satisfied in relation to the offer. (2) Th…
(1) Subject to subsection (2), the reference in section 584 to shares already held by the offeror includes a reference to shares that the offeror has contracted to acquire, whether unconditionally or…
(1) The condition in section 584(2) is treated as satisfied if subsection (2) or (3) applies. (2) This subsection applies if— (a) shares carry an entitlement to a particular dividend that other shares…
(1) For the purposes of this Part, shares are not included in a takeover offer ifthey are shares that the offeror acquired, or unconditionally contracted to acquire during the offer period, but were n…
(1) The fact an offer to acquire shares in a company is not communicated to some of the holders of shares in the company does not prevent the offer from being a takeover offer for purposes of this Par…
(1) For the purpose of this Part, a person is an associate of an offeror if the person is— (a) a nominee of the offeror; (b) a holding company, subsidiary or fellow subsidiary of the offeror or a nomi…
(1) For the purposes of this Part, debentures issued by a company to which subsection (2) applies are treated as shares in the company if they confer voting rights. (2) This subsection applies to a co…
(1) For the purposes of this Part, securities of a company are to be treated asshares in the company if they are convertible into, or entitle the holder to subscribe for, such shares. (2) Subsection (…
(1) The Authority may make rules, called Takeover Rules, for the purposes ofthis Part. (2) The Takeover Rules may—(a) regulate— (i) takeover bids; (ii) merger transactions; and (iii) transactions, not…
(1) The Takeover Rules may— (a) make different provision for different purposes; (b) make provision subject to exceptions or exemptions; (c) contain incidental, supplemental, consequential or transiti…
(1) The Authority may give rulings on the interpretation, application or effectof the Takeover rules. (2) To the extent and in the circumstances specified the Takeover Rule, and subject to any review…
The Takeover Rules may confer power on the Authority to give any direction that appears to the Authority to be necessary in order— (a) to restrain a person from acting or continuing to act in breach o…
(1) The Authority may, by notice, require a person— (a) to produce any documents that are specified or described in the notice; or (b) to provide, in the form and manner specified in the notice, such…
(1) This section applies to information (in whatever form) about— (a) the private affairs of a natural person; or (b) a particular business, that is provided to the Authority in connection with the pe…
(1) A person who discloses information in contravention of section 597 commitsan offence. (2) In a prosecution for an offence under subsection (1), it is a defence toestablish on a balance of probabil…
) The Authority may impose sanctions on a person who— (a) has contravened or is contravening, or has failed to comply with or is failing to comply with, a provision of the Takeover Rules; or (b) has f…
(1) This section applies when a takeover bid is made for a company that has securities— (a) that are admitted to trading on a securities exchange or other regulated market in Kenya; and (b) that also…
(1) If the Authority is of the opinion that a person is contravening or about to contravene, or has repeatedly contravened, a provision of the Takeover Rules, it may apply to the Court for a restraini…
(1) Neither the Authority nor a person to whom subsection (2) applies is liable for damages for any act done, or omitted to be done, in connection with the performance or purported performance of the…
(1) A contravention of, or a failure to comply with a requirement of, the Takeover Rules does not give rise to a right of action for breach of statutory duty. (2) A contravention of, or a failure to c…
(1) A statement made by a person in response to— (a) a requirement under section 596(1) (power to require documents and information); or (b) an order made by the Court under section 601 to ensure comp…
(1) In this Division— "offer period", in relation to a takeover bid, means the time allowed for acceptance of the bid by the Takeover Rules; "opted-in company" means a company in relation to which— (a…
(1) A company may, by a special resolution, opt in for the purposes of this Part if the following two conditions are satisfied in relation to the company. (2) The first condition is that the company h…
(1) For the purpose of this section, the effective date is the date specified in an opting-in resolution or an opting-out resolution is to have effect. (2) An opting-in resolution or an opting-out res…
(1) The following provisions have effect when a takeover bid is made for an opted-in company. (2) An agreement to which this section applies is void in so far as it places any restriction— (a) on the…
(1) If a takeover bid is made for an opted-in company, the offeror may, by making a request to the directors of the company, require them to convene a general meeting of the company if, at the date at…
(1) A company that has passed an opting-in resolution or an opting-outresolution shall notify the resolution to the Authority within fourteen days after the resolution is passed. (2) If a company fail…
(1) Subsection (2) applies to a takeover offer does not relate to shares of different classes. (2) An offeror who has, as a result of acceptances of the offer, acquired or unconditionally contracted t…
(1) An offeror may not give a notice under section 611 otherwise than in the manner prescribed by the regulations. (2) An offeror may not give a notice under section 611(2) or (4) after the end of— (a…
(1) Subject to section 618, this section applies if the offeror gives a shareholder a notice under section 611. (2) The offeror is not only entitled but is bound to acquire the shares to which the not…
(1) If an offeror pays or transfers consideration to the company under section613(6), the company shall pay into a separate bank account that complies with subsection (2)— (a) any money it receives un…
(1) Subsections (3) and(4) apply if a takeover offer relates to all the shares in a company. (2) For the purposes of subsection (1), a takeover offer relates to all the shares in a company if it is an…
(1) Rights conferred on a shareholder by section 615(3), (4) or (5) are exercisable only by a written communication addressed to the offeror. (2) Rights conferred on a shareholder by section 615(3), (…
(1) Subject to section 618, this section applies to shares in respect of which a shareholder has exercised the rights conferred by section 615. (2) The offeror is not only entitled but also bound to a…
(1) If a notice is given under section 611 to a shareholder the Court may, on an application made by the shareholder, order— (a) that the offeror is not entitled and bound to acquire the shares to whi…
