Section 588 of The Companies Act No. 17 of 2015: Certain shares excluded from offer
(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 to the shareholders in order not to contravene the law of a country outside Kenya; and
(c) either—
(i) the offer is published in the Gazette; or
(ii) the offer can be inspected, or a copy of it may be obtained, at a place in Kenya or on a website, and a notice is published in the Gazette specifying the address of that place or website.
(2) The fact that an offer is made to acquire shares in a company and a law of a country outside Kenya makes it impossible, or more difficult, for some holders of shares in the company to accept the offer, does not prevent the offer from being a takeover offer for the purposes of this Part.
(3) It is not to be inferred—
(a) that an offer that is not communicated to every holder of shares in the company cannot be a takeover offer for the purposes of this Part unless the requirements of subsection (1)(a) to (c) are satisfied; or
(b) that an offer that is impossible, or more difficult, for certain persons to accept cannot be a takeover offer for those purposes unless the reason for the impossibility or difficulty is the one referred to in subsection (2).
(4) If a takeover offer is made and, during the period beginning with the date of the offer and ending when the offer can no longer be accepted, the offeror—
(a) acquires or unconditionally contracts to acquire any of the shares to which the offer relates, but
(b) does not do so by virtue of acceptance of the offer, those shares are treated for the purposes of this Part as excluded from those to which the offer relates.
(5) For the purposes of this Part, shares that an associate of the offeror holds or has contracted to acquire, whether at the date of the offer or subsequently, are not treated as shares to which the offer relates, even if the offer extends to such shares.
(6) In subsection (5), "contracted" means contracted unconditionally or subjectto conditions being satisfied.
(7) Subsections (4) and (5) are subject to section 611(8) and (9).
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