Browse an Act, find a provision and read each section in context.
Browse Acts ↓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…
(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 compliance with such a requirement, may not be used against the person in criminal proceedings for an of…
(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) an opting-in resolution has effect; and (b) the conditions specified in section 606(2) and (3) con…
(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 has voting shares admitted to trading on a regulated market. (3) The second condition is that— (a) no…
(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 resolution has no effect unless it specifies an effective date. (3) The effective date of an opting-in…
(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 transfer to the offeror, or at the offeror's direction to another person, of shares in the company d…
(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 which the request is made, the offeror holds shares amounting to not less than seventy-five percent…
(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 fails to comply with subsection (1), the company, and eachofficer of the company who is in default, comm…
(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 to acquire— (a) not less than ninety percent in value of the shares to which the offer relates; and (…
(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) the period of three months from and including the day after the last day of the offer period; or (…