The Companies Act No. 17 of 2015Section 583 of The Companies Act No. 17 of 2015: Interpretation: Part XXIV
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 of the offer" means—
(a) if the offer is published, the date of publication;
(b) if the offer is not published, or if any notices of the offer are given before the date of publication, the date when notices of the offer, or the first such notices, are given;
"holder of shares" includes—
(a) a person who holds debentures that—
(i) are issued by a company to which section 588 applies; and
(ii) confer voting rights;
(b) a person who holds securities of a company that are convertible into, or entitle the holder to subscribe for, shares of the company;
"non-voting shares" means shares that are not voting shares;
"offeror" means (subject to section 588) the person making a takeover offer;
"offer period", in relation to a takeover offer, means the period from and including the date of the offer and ending with the time the offer can no longer be accepted;
"takeover offer" has the meaning given by section 584;
the Takeover Rules" means the rules made in accordance with section 592;
"voting rights” means rights to vote at general meetings of the company, including rights that arise only in certain circumstances;
"voting shares" means shares conferring voting rights.
(2) A person contracts unconditionally to acquire shares if the person's entitlement under the contract to acquire them is not, or is no longer, subject to conditions or if all conditions to which it was subject have been satisfied, and a reference to a contract becoming unconditional is to be read accordingly.
Check the current authoritative text and amendment history before relying on this provision.
(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…
(1) If a takeover offer is made by two or more persons jointly, the conditions for the exercise of the rights conferred by section 611 are satisfied— (a) in the case of an acquisition of shares made a…
(1) In this Part— “annual financial statement” in relation to a company, means the company's individual financial statement for a financial year, and includes any group financial statement prepared by…
Information required by this Part to be given in notes to a company’s annual financial statement can be contained in the statement or in a separate document annexed to it.
(1) The requirements of this Part relating to the financial statement of acompany apply to each financial year of the company. (2) In certain respects, different provisions apply to different kinds of…
The small companies regime for financial statements applies to a company for a financial year in relation to which the company— (a) qualifies as small; and (b) is not excluded from the regime.
(1) A company qualifies as small in relation to its first financial year if the qualifying conditions are satisfied in that year. (2) A company qualifies as small in relation to a subsequent financial…
(1) A parent company qualifies as a small company in relation to a financial year only if the group of companies headed by it qualifies as a small group. (2) A group qualifies as a small group in rela…
(1) The small companies regime does not apply to a company that is, or wasat any time within the financial year to which the financial statement relates— (a) a public company; or (b) a member of an in…
For the purposes of this Part, a company is a quoted company in relation to a financial year if it was a quoted company immediately before the end of the accounting reference period by reference to wh…
(1) Every company shall keep proper accounting records. (2) For purposes of subsection (1), accounting records are proper only if they—(a) show and explain the transactions of the company; (b) disclos…
(1) If a company fails to comply with a provision of section 628, the company,and each officer of the company who is in default, commit an offence. (2) A person who is found guilty of an offence under…
(1) Except in so far as the regulations otherwise provide, a company shall—(a) keep its accounting records at its registered office; and (b) ensure that the records are at all times open to inspection…
(1) If a company fails to comply with a provision of section 630(1), the company,and each officer of the company who is in default, commit an offence. (2) An officer of a company who— (a) fails to tak…
(1) A financial year of a company is determined in accordance with this section. (2) A company’s first financial year— (a) begins with the first day of its first accounting reference period; and (b) e…
(1) The accounting reference periods of a company are determined accordingto its accounting reference date in each calendar year. (2) Unless otherwise prescribed in the articles or by any law, the acc…
