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Takeover Rules Module (TKO) is one of the rulebooks issued by the Dubai Financial Services Authority. For compliance officers, legal teams, and advisors working under this regime, finding the right article quickly matters. Lexara indexes the full text of TKO and makes it searchable two ways: full-text and keyword search for rapid lookup, and AI Explorer for natural-language questions answered with citations to the exact article.
78 articles, each with a plain-English summary by Arakan. The full text of every article is in the Laws Browser.
Principle 1.5.11 - Introduction and the Takeover Principles — Principle 1.5.1
Takeover participants must treat all shareholders of a Target fairly, and must treat all shareholders within the same class equally.
Principle 1.5.21 - Introduction and the Takeover Principles — Principle 1.5.2
During a bid or when one is contemplated, parties must not disclose information to some shareholders unavailable to all, except confidential sharing between target and bona fide potential bidder.
Principle 1.5.31 - Introduction and the Takeover Principles — Principle 1.5.3
Bidders may announce a takeover bid only after careful and responsible consideration and when they reasonably believe they can and will continue to be able to implement it.
Principle 1.5.41 - Introduction and the Takeover Principles — Principle 1.5.4
Target shareholders must be given sufficient time and information to reach a properly informed decision on a Bid, and material information must not be withheld from them.
Principle 1.5.51 - Introduction and the Takeover Principles — Principle 1.5.5
Any shareholder-facing document or advertisement containing information or advice from a bidder, target, their governing bodies or advisers must be prepared with the highest standards of fairness, care and accuracy.
Principle 1.5.61 - Introduction and the Takeover Principles — Principle 1.5.6
Ensure no false market is created in the shares of a Bidder or Target, avoiding misleading statements to shareholders or the market.
Principle 1.5.71 - Introduction and the Takeover Principles — Principle 1.5.7
A Target's Governing Body must not take frustrating actions once a bona fide Bid is communicated or reasonably believed imminent, without shareholder approval in general meeting.
Principle 1.5.101 - Introduction and the Takeover Principles — Principle 1.5.10
Bidder and target directors advising shareholders must act only as directors, disregarding personal shareholdings or relationships, and carefully consider commitments restricting their future advice.
Principle 1.5.111 - Introduction and the Takeover Principles — Principle 1.5.11
A person acquiring or consolidating control of a reporting entity must normally make a general takeover bid to all other shareholders and ensure it can implement that bid before acquiring.
Principle 1.5.121 - Introduction and the Takeover Principles — Principle 1.5.12
All persons involved in a Takeover under the Takeover Rules must fully co-operate with the DFSA and provide all relevant information.
Principles 1.5.8-1.5.91 - Introduction and the Takeover Principles — Principles 1.5.8-1.5.9
Takeover bidders and targets must exercise control in good faith without oppressing minority shareholders, and a target's governing body must act in the target's overall interests when advising shareholders.
Rule 2.4.22 - The Approach, Announcements and Advice — Rule 2.4.2
Targets must announce when their Governing Body is notified of a firm intention to bid from a serious source, regardless of the Governing Body's attitude to the bid.
Rule 2.4.52 - The Approach, Announcements and Advice — Rule 2.4.5
A firm-intention announcement including cash consideration must confirm that its financial adviser or another appropriate third party has resources available for full acceptance of the Bid.
Rule 2.6.12 - The Approach, Announcements and Advice — Rule 2.6.1
A company must publish any announcement made under Sections 2.3, 2.4 or 2.5 in the same manner as a market disclosure required under the MKT Rulebook's continuous disclosure rule.
Rule 2.7.12 - The Approach, Announcements and Advice — Rule 2.7.1
The Governing Body of a Bidder must obtain competent independent advice on reverse takeovers or bids where directors have conflicts of interest, and disclose the substance of that advice to shareholders in time for informed decisions.
Rule 2.7.22 - The Approach, Announcements and Advice — Rule 2.7.2
Target boards must obtain independent advice on any bid, including its effect on all shareholders, and disclose that advice's substance to shareholders in time for informed decisions.
Rule 3.1.13 - Restricted Dealings Before and During an Offer Period — Rule 3.1.1
A bidder or concert party that acquired target shares within six months before the bid period, or during the bid period before the firm-intention announcement, must not offer shareholders of the same class less favourable terms than those acquisitions.
Rule 3.3.13 - Restricted Dealings Before and During an Offer Period — Rule 3.3.1
During a bid period, the bidder and persons acting in concert with it must not sell any securities in the target company.
Rule 4.5.14 - Mandatory Bids — Rule 4.5.1
A Bidder or concert party may not appoint nominees to the Target's Governing Body, or vote Target Shares they hold, until the Bid Document has been posted.
Rule 5.1.15 - The Terms of a Voluntary Bid — Rule 5.1.1
A voluntary bid for voting equity shares that could give the bidder over 50% of voting rights must be conditional on acquiring over 50% of both equity share capital alone and combined equity and non-equity capital.
Rule 5.2.15 - The Terms of a Voluntary Bid — Rule 5.2.1
Bidders acquiring 10% or more of voting rights must ensure cash bids or cash alternatives equal to the highest price paid.
Rule 5.3.15 - The Terms of a Voluntary Bid — Rule 5.3.1
Bidders must obtain DFSA consent for voluntary bids that include conditions dependent on the Bidder Directors' subjective judgment.
Rule 6.3.16 - Provisions Applicable to All Bids — Rule 6.3.1
A Bidder or concert party must not deal with shareholders during or in contemplation of a Bid on terms giving favourable conditions not extended to all shareholders.
Rule 6.5.16 - Provisions Applicable to All Bids — Rule 6.5.1
A Bidder must not require Target shareholders to appoint a proxy or authorise another Person over their Shares unless the appointment meets specified conditions, disclosed in the Bid Document.
Rule 8.2.18 - Documents Issued by Governing Bodies — Rule 8.2.1
Bidders must disclose specified identity, intentions, financial and shareholding information in their Bid Document, plus any other information needed for an informed shareholder decision.
Rule 8.3.18 - Documents Issued by Governing Bodies — Rule 8.3.1
Documents sent to target shareholders during the bid period by bidder or target must include the updated information specified in Appendix 3, including holdings, director emoluments and agreements.
Rule 9.2.19 - Profit Forecasts — Rule 9.2.1
Directors of a bidder or target must compile any profit forecast given to shareholders with the highest standards of objectivity, care and accuracy.
Rule 10.2.110 - Asset Valuations — Rule 10.2.1
Where a shareholder document includes an asset valuation, it must contain the valuer's opinion and consent to publication, with the valuation certificate and report available for inspection.
Rule 11.1.111 - Bid Timing and Revision — Rule 11.1.1
A Bidder must post the Bid Document to shareholders within 21 days of its firm-intention announcement, and file a copy with the DFSA at least one day before posting.
Rule 11.1.211 - Bid Timing and Revision — Rule 11.1.2
Target's governing body must post a target circular advising shareholders of its views within 21 days of bid document publication, and give the DFSA one day's prior notice.
Rule 11.2.111 - Bid Timing and Revision — Rule 11.2.1
A bidder must keep its bid open for acceptance for at least 35 days after the date the bid document is posted, under bid validity requirements.
Rule 11.2.211 - Bid Timing and Revision — Rule 11.2.2
A Bidder extending a bid must specify the new closing date or state it remains open until further notice, with 14 days' notice to shareholders.
Rule 11.2.311 - Bid Timing and Revision — Rule 11.2.3
After a bid becomes unconditional as to acceptances, the bidder must keep it open at least 14 days beyond its original expiry date, unless unconditional from the outset.
Rule 11.2.411 - Bid Timing and Revision — Rule 11.2.4
A bidder must honour any firm statement it has made about the duration of its bid, including a no-extension statement, unless it has specifically reserved a right to extend the bid.
Rule 11.2.711 - Bid Timing and Revision — Rule 11.2.7
Bids must meet all conditions within 21 days of the first closing date, or they will lapse.
Rule 11.2.811 - Bid Timing and Revision — Rule 11.2.8
A Target's Governing Body proposing to announce material new information after Day 46 following Bid Document posting must consult the DFSA in advance.
Rule 11.3.111 - Bid Timing and Revision — Rule 11.3.1
Consideration for a takeover bid must be paid within 14 days of the bid becoming unconditional or being declared unconditional and accepted, whichever is later.
Rule 11.6.111 - Bid Timing and Revision — Rule 11.6.1
Target shareholders can withdraw their acceptance of a bid within 14 days after the closing date if the bid remains conditional.
Rule 13.2.113 - Partial Bids — Rule 13.2.1
A potential Bidder must obtain the DFSA's prior written consent before submitting any partial bid under the takeover rules.
Rule 13.3.513 - Partial Bids — Rule 13.3.5
A Bidder making a partial offer must offer to all shareholders of a class, accept full tenders up to the stated percentage, and pro-rate any excess tenders.
Rule 13.3.613 - Partial Bids — Rule 13.3.6
Partial takeover bids for targets with multiple equity share classes that may yield 30%+ holdings must be fair and appropriate for each class, after prior DFSA consultation.
Rule 14.2.114 - Redemption or Acquisition of Own Capital — Rule 14.2.1
Where a Bid is implemented by scheme of arrangement or similar method, consult the DFSA in advance and apply the Rules with adaptation, treating post-scheme shareholders as Bidder.
Rules 1.2.1-1.2.31 - Introduction and the Takeover Principles — Rules 1.2.1-1.2.3
Reporting Entities must assess if Takeover Rules apply to a transaction involving shares or convertible securities.
Rules 2.1.1-2.1.32 - The Approach, Announcements and Advice — Rules 2.1.1-2.1.3
Bidders must make any takeover bid or approach first to the Target's Governing Body or authorised advisers, disclose the identity of any ultimate bidder acting through them, and provide verification of implementation capability on request.
Rules 2.2.1-2.2.22 - The Approach, Announcements and Advice — Rules 2.2.1-2.2.2
Persons holding confidential Material Information about a Bid or contemplated Bid must keep it secret before public announcement, disclose only where necessary, and take reasonable steps to prevent accidental leaks.
Rules 2.3.1, 2.3.32 - The Approach, Announcements and Advice — Rules 2.3.1, 2.3.3
A potential Bidder must announce a possible bid, naming itself and cautioning shareholders, before approaching a potential Target subject to rumour or abnormal share-price movement from its own actions.
Rules 2.3.2-2.3.32 - The Approach, Announcements and Advice — Rules 2.3.2-2.3.3
A Target must announce a possible Bid naming the potential Bidder and cautioning shareholders when rumours, abnormal share-price movements, or wider-than-restricted negotiations arise following an approach.
Rules 2.4.1, 2.4.32 - The Approach, Announcements and Advice — Rules 2.4.1, 2.4.3
A bidder must announce a firm intention to make a bid immediately upon notifying the target or triggering a mandatory bid, including its identity, principal terms, target shareholdings and material conditions.
Rules 2.4.4, 2.4.62 - The Approach, Announcements and Advice — Rules 2.4.4, 2.4.6
A Bidder may announce a firm intention to make a takeover Bid only with proper grounds to believe it can be implemented, and must then proceed unless a disclosed specific condition remains unfulfilled.
Rules 2.5.1-2.5.22 - The Approach, Announcements and Advice — Rules 2.5.1-2.5.2
An acquirer of target company shares that triggers mandatory bid obligations must immediately announce the acquisition, stating the number of shares acquired and consideration paid where practicable.
Rules 3.2.1-3.2.33 - Restricted Dealings Before and During an Offer Period — Rules 3.2.1-3.2.3
A Bidder or concert party buying Target Shares above the current Bid price during the Bid Period must revise the Bid to the highest price paid and announce it immediately.
Rules 3.4.1-3.4.43 - Restricted Dealings Before and During an Offer Period — Rules 3.4.1-3.4.4
Bidders, targets and concert parties must disclose securities dealings during a bid period to the DFSA and market, stating quantities, prices and dealer identity.
Rules 4.1.1-4.1.34 - Mandatory Bids — Rules 4.1.1-4.1.3
A Person acquiring 30% or more of a Reporting Entity's Shares, or raising such a holding by over 3% in 12 months, must make a Mandatory Bid.
Rules 4.2.1-4.2.24 - Mandatory Bids — Rules 4.2.1-4.2.2
A Mandatory Bid must be conditional only on acceptances resulting in holding more than 50% of voting rights, and cannot depend on a bidder shareholder resolution or other conditions or consents.
Rules 4.3.1-4.3.24 - Mandatory Bids — Rules 4.3.1-4.3.2
A mandatory bid must offer cash or a cash alternative for each share class at no less than the highest price paid in the bid period and prior six months, open at least 14 days.
Rules 4.4.1-4.4.24 - Mandatory Bids — Rules 4.4.1-4.4.2
Directors selling shares to a purchaser obliged to make a Mandatory Bid must condition the sale on TKO compliance and cannot resign until the later of closing or unconditional date.
Rules 6.1.1-6.1.36 - Provisions Applicable to All Bids — Rules 6.1.1-6.1.3
Bidders for a Target with multiple share classes must make a fair and appropriate Bid for each class, consult the DFSA in advance, and make separate Bids per class.
Rules 6.2.1-6.2.26 - Provisions Applicable to All Bids — Rules 6.2.1-6.2.2
A Bidder must make fair, appropriate and equal offers to holders of outstanding options, convertibles or subscription rights when the Target has such instruments, safeguarding their interests.
Rules 6.4.1-6.4.26 - Provisions Applicable to All Bids — Rules 6.4.1-6.4.2
Bidders must declare total Shares/rights received and held by 9:00 am the day after Bid expiry or extension.
Rules 7.1.1-7.1.37 - Conduct During a Bid — Rules 7.1.1-7.1.3
Every document, advertisement or statement issued during a bid must be accurate, fair and not misleading, and documents expressing material opinion need a Director responsibility statement, with any exclusion and reasons disclosed.
Rules 7.2.1-7.2.27 - Conduct During a Bid — Rules 7.2.1-7.2.2
Bid parties must file all Bid documents, announcements, advertisements and media material with the DFSA on release and provide them simultaneously to advisers of all other Bid parties.
Rules 7.3.1-7.3.47 - Conduct During a Bid — Rules 7.3.1-7.3.4
Bid-involved entities must make information equally available to all shareholders at the same time, and share information given to one bidder with other bona fide bidders on request.
Rules 7.4.1-7.4.37 - Conduct During a Bid — Rules 7.4.1-7.4.3
During a takeover bid, a target's governing body must not take frustrating actions like share issuances or abnormal dividends without general meeting shareholder approval.
Rules 8.1.1-8.1.28 - Documents Issued by Governing Bodies — Rules 8.1.1-8.1.2
Bidder and Target Governing Bodies must give shareholders sufficient information and advice to decide properly, and make timely market disclosure of all Bid-related statements and documents.
Rules 8.2.2-8.2.38 - Documents Issued by Governing Bodies — Rules 8.2.2-8.2.3
The Target's Governing Body must circulate its views on the bid, including alternative bids, to shareholders in a Target Circular with prescribed disclosures, whether recommending acceptance or rejection.
Rules 8.4.1-8.4.28 - Documents Issued by Governing Bodies — Rules 8.4.1-8.4.2
Bidders must make prescribed supporting documents, including audited financial statements and valuation certificates, available for inspection in the DIFC from bid document publication until the Bid Period ends.
Rules 9.3.1-9.3.2, 9.5.19 - Profit Forecasts — Rules 9.3.1-9.3.2, 9.5.1
Parties to a takeover bid must state and explain material assumptions behind any profit forecast, including estimates for expired periods, limited-period forecasts, and unaudited interim figures.
Rules 9.4.1-9.4.49 - Profit Forecasts — Rules 9.4.1-9.4.4
Profit forecast assumptions and calculations must be reported on by auditors or reporting accountants and published promptly in the relevant document with consent statements.
Rules 9.6.1-9.6.49 - Profit Forecasts — Rules 9.6.1-9.6.4
Companies publishing profit forecasts must include a Director statement on continued validity, reporting-accountant consent in later documents, EPS forecasts alongside pre-tax forecasts, and inflation-adjusted forecast basis disclosures.
Rules 10.1.1-10.1.310 - Asset Valuations — Rules 10.1.1-10.1.3
Asset valuations supporting a bid must be backed by an independent external valuer's opinion stating the valuation date and valuer details, and updated if not current.
Rules 11.2.5-11.2.611 - Bid Timing and Revision — Rules 11.2.5-11.2.6
Bidders must declare their bids unconditional or lapsed by 5:00pm Dubai time on the 67th day after the initial bid document posting.
Rules 11.4.1-11.4.311 - Bid Timing and Revision — Rules 11.4.1-11.4.3
A revised takeover bid must remain open at least 14 days after the revised bid document is posted, extend revised consideration to prior acceptors, and limit new conditions to those necessary to implement it.
Rules 11.5.1-11.5.211 - Bid Timing and Revision — Rules 11.5.1-11.5.2
Bid timing and revision rules apply to alternative bids including cash alternatives, and a closed alternative that was firmly stated as not extended or reintroduced cannot be reintroduced or substantially replicated.
Rules 12.1.1-12.1.212 - Restrictions Following Bids — Rules 12.1.1-12.1.2
After a bid is withdrawn or lapses without becoming unconditional, the bidder and concert parties are barred for 12 months from further bids, mandatory bid triggers, or reaching a 30% voting-rights holding.
Rules 13.3.1-13.3.213 - Partial Bids — Rules 13.3.1-13.3.2
Bidders and concert parties must not buy target shares during a partial bid period, and after a successful partial bid they must not buy such shares for 12 months after the bid period ends.
Rules 13.3.3-13.3.413 - Partial Bids — Rules 13.3.3-13.3.4
Partial takeover bids must state the exact number of shares sought; bids reaching 30% or more require acceptance thresholds and approval by over 50% of non-bidder votes.
Rules 14.1.1-14.1.314 - Redemption or Acquisition of Own Capital — Rules 14.1.1-14.1.3
Acquiring or redeeming voting Shares that increases voting rights is treated as an acquisition, requiring a Bid from the relevant shareholders.
Rules 16.1.1-16.1.216 - Waivers or Modifications — Rules 16.1.1-16.1.2
Anyone seeking a waiver from the Markets Law or Takeover Rules must apply in writing to the DFSA, giving reasons, paying any fee, and answering DFSA enquiries.
TKO's 156 indexed articles break down by obligation type as follows.
Corporate Finance/Legal — 42 articles
Legal/Corporate Finance — 30 articles
Legal — 22 articles
Legal/Compliance — 14 articles
Legal/Investor Relations — 10 articles
Finance/Legal — 10 articles
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What is Takeover Rules Module (TKO)?
Takeover Rules Module (TKO) is issued by the Dubai Financial Services Authority. It has 78 articles.
Who issues TKO?
The Dubai Financial Services Authority. Always check the authority's official publication for the binding text.
Can I search TKO and ask questions about it?
Yes. Lexara searches the full text of all 78 articles and answers plain-English questions with a citation to the exact article.
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