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Browse Acts ↓(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— (a) by a member of the company or a holder of the company's debentures, without charge; and (b) by an…
(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(6), the company, and each officer of the company who is in default, commit an offence and on convic…
(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 possession of information obtained by exercising eitherof the rights conferred by section 574 commits an of…
(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 enforceable more than ten years after the date on which the record was made or deleted or the failure fir…
(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 debentures. (2) Within seven days after receiving from a holder of debentures of the company a request for a…
(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 the effect of exempting a trustee of the deed from, or indemnifying a trustee against liability for b…
(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 company; or (b) the company has, by passing a resolution to that effect or by some other act, manifested i…
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 because the company's account is no longer in debit, even though the debentures are still so deposited.
(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 take possession of the property; and (b) at the relevant time the company is not in liquidation, th…
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 no…
(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) The first condition is that it is an offer to acquire— (a) all the shares in a company; or (b) if ther…
(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 subject to conditions being satisfied. (2) The reference in section 584 to shares already held by th…
(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 of the same class, because they were allotted later, do not confer; (b) there is a difference in th…
(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 not acquired as a result of acceptances of the offer. (2) For the purposes of this Part, shares that…
(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 Part if— (a) those shareholders have no registered address in Kenya; (b) the offer was not communicated…
(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 nominee of such a holding company, subsidiary or fellow subsidiary; (c) a body corporate in which the of…
(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 company that has voting shares, or debentures carrying voting rights, that are admitted to trading on…
(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) does not require securities to be treated— (a) as shares of the same class as those into which th…
(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 falling within subparagraph (i) or (ii), that have or may have, directly or indirectly, an effect o…
(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 transitional provision; and (d) authorise the Authority to dispense with, or modify the application of the r…
(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 or appeal, a ruling has a binding effect.
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 of those Rules; (b) to restrain a person from doing or continuing to do a particular thing, pending d…
(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 information as may be specified or described in the notice. (2) A person to whom such a notice is gi…
(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 performance of its functions. (2) A person who is in possession of information to which this section a…
(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 probabilities that the defendant— (a) did not know, and had no reason to suspect, that the information had b…
) 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 failed or is failing to comply with a direction given under rules made for the purpose of section 595…
(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 confer voting rights. (2) If an offer document published in respect of a takeover bid does not compl…
(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 restraining order under subsection (4). (2) If the Authority is of the opinion that a person is failing to co…
(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 functions of the Authority under this Part. (2) Subsection (1) applies to a person who— (a) is or is…
(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 comply with a requirement of, the Takeover Rules does not of itself render a transaction void or unen…