Rank: Elder Joined: 4/22/2010 Posts: 11,522 Location: Nairobi
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smitha wrote:The suspension is against the Capital Markets Take-over and Mergers Regulations 2002 and denies shareholders and the public their right to trade in a free market, the deal with Jonathan Somen to buy back 20% of the shares needs full disclosure, it seems to favour one shareholder over others and the break fee payable to Dimension Data of $2,500,000 is illegal and anti-competitive. In Kenya we blatantly break all the rules...I was going through the panel of takeovers and mergers (POTAM) six guiding principles in regards to fair play when it comes to a takeover or merger; (i) All holders of the securities of an offeree company of the same class must be afforded equivalent treatment,if a person acquires control of a company the other holders of security must be protected.
(ii) The holders of the securities must have sufficient time and information to enable them to reach a properly informed decision on the bid;where it advises the holders of the security,the board of the offeree company must give its views on the effects of implementation of the bid on employment,conditions of employment and companys places of business.
(iii) The board of an offeree company must act in the best interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the bid.
(iv) False markets must not be created in the securities of the offeree company or the offeror company or any other company concerned by the bid in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted.
(v) An offeror must announce a bid only after ensuring that he/she can fulfill in full any cash consideration,if such is offered,and after taking all reasonable measures to secure the implementation of any other type of consideration.
(vi) An offeree company must not be hindered in the conduct of its affairs for longer than is reasonable by a bid to its securities.possunt quia posse videntur
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