Section 600 of The Companies Act No. 17 of 2015: Failure to comply with the Takeover Rules relating to bid documentation
(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 comply with the provisions of the Takeover Rules relating to offer documents—
(a) the person making the bid; or
(b) if the bid is made by a group of persons — the member of the group that caused the document to be published, commits an offence.
(3) A person commits an offence under subsection (2) only if it is proved that the person—
(a) knew that the offer document did not comply, or was reckless as to whether it complied, with the relevant provisions of the Takeover Rules; and
(b) failed to take all reasonable steps to ensure that it did comply.
(4) If an offence under subsection (2) is committed by a member of a group and the member is a body corporate, every officer of the body who is in default also commits the offence.
(5) If a response document published in respect of a takeover bid does not comply with the provisions of the Takeover Rules relating to responses to takeover bids, the company to which the bid relates, and each officer of that company who is in default, commit an offence.
(6) A person who is found guilty of an offence under this section is liable on conviction—
(a) in the case of a natural person, to a fine not exceeding one million shillings; or
(b) in the case of a body corporate, to a fine not exceeding two million shillings.
(7) Nothing in this section affects any power of the Authority in relation to the enforcement of the Takeover Rules.
(8) In this section, "voting rights" in relation to a company means rights to vote at general meetings of the company, including rights that arise only in specified circumstances.
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- Section 601 - Enforcement of Takeover Rules by the Court
(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...
- Section 602 - Authority not liable for damages in connection with the performance of its functions under this Part
(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...
- Section 603 - No action for breach of statutory duty etc
(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...
- Section 604 - Privilege against self-incrimination
(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...
- Section 605 - - Interpretation: Division 3
(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...
- Section 606 - Impediments to takeovers: opting in and opting out
(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...
- Section 607 - Further provision about opting-in and opting-out resolutions
(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...
- Section 608 - Consequences of opting in: effect on contractual restrictions
(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...
- Section 609 - Power of offeror to require general meeting to be convened
(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...
- Section 610 - Requirements as to notification of opting-in or opting out resolutions
(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...
- Section 611 - Right of offeror to buy out minority shareholder
(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...
- Section 612 - Further provision about notices given under section 611
(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...
- Section 613 - Effect of notices under section 611
(1) Subject to section 618, this section applies if the offeror gives a shareholder a notice under section 611.
(2) The offeror is not only entitled but is bound to acquire the shares to which the...
- Section 614 - Further provision about consideration held on trust under section 613
(1) If an offeror pays or transfers consideration to the company under section613(6), the company shall pay into a separate bank account that complies with subsection (2)—
(a) any money it receives...
- Section 615 - Right of minority shareholder to be bought out by offeror
(1) Subsections (3) and(4) apply if a takeover offer relates to all the shares in a company.
(2) For the purposes of subsection (1), a takeover offer relates to all the shares in a company if it is...
- Section 616 - Further provision about rights conferred by section 615
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(2) Rights conferred on a shareholder by section 615(3),...
- Section 617 - Effect of exercising the rights conferred by section 615
(1) Subject to section 618, this section applies to shares in respect of which a shareholder has exercised the rights conferred by section 615.
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- Section 618 - Circumstances in which offeror or minority shareholder may apply to the Court
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- Section 619 - When takeover offers are made by two or more persons jointly
(1) If a takeover offer is made by two or more persons jointly, the conditions for the exercise of the rights conferred by section 611 are satisfied—
(a) in the case of an acquisition of shares made...
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The small companies regime for financial statements applies to a company for a financial year in relation to which the company—
(a) qualifies as small; and
(b) is not excluded from the regime.
- Section 624 - Companies qualifying as small: general rules
(1) A company qualifies as small in relation to its first financial year if the qualifying conditions are satisfied in that year.
(2) A company qualifies as small in relation to a subsequent...
- Section 625 - Companies qualifying as small: parent companies
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(2) A person who is found guilty of an offence...
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(2) An officer of a company who—
(a) fails to...
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(1) A financial year of a company is determined in accordance with this section.
(2) A company’s first financial year—
(a) begins with the first day of its first accounting reference period;...
- Section 633 - How accounting reference periods and accounting reference date of company are determined
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(a) the current accounting reference period of the company...
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(2) The...
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(2) Those regulations—
(a) may make different provision...
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- Section 650 - Directors to include in notes to company's annual financial statement details of their benefits other than remuneration
(1) Except in the case of a company that is subject to the small companies regime, the directors of a company shall include in the notes to the company's individual financial statement details of the...