• The Panel and its rules

    • 1. The Panel

      (1) A takeover panel (the "Panel") shall be established for the purpose of carrying out the functions conferred on it by or under these Regulations.
      (2) The membership of Panel shall be determined by the Board from time to time.
      (3) The Panel shall be responsible for ensuring orderly conduct of takeover bids and merger transactions in accordance with these Regulations and the rules made by the Panel pursuant to these Regulations, including —
      (a) setting out general principles for the conduct of takeover bids and merger transactions,
      (b) ensuring that the Panel's powers are exercised in order to give effect to such principles,
      (c) giving rulings and directions on the application of these Regulations and the rules made by the Panel pursuant to these Regulations, and
      (d) the day to day supervision of takeover bids and merger transactions.
      (4) The Panel may do anything that it considers necessary or expedient for the purposes of, or in connection with, its functions.
      (5) The Panel may make arrangements for any of its functions to be discharged by —
      (a) a committee or sub-committee of the Panel,
      (b) an officer or member of staff of the Panel, or a person acting as such,
      (c) an officer or member of staff of the Financial Services Regulator, or a person acting as such, or
      (d) an officer or member of staff of the Registrar, or a person acting as such.

    • 2. Rules

      (1) The Panel may make rules —
      (a) for or in connection with the regulation of takeover bids and merger transactions of relevant companies, however effected, including by means of contractual offer, statutory merger or scheme of arrangement and other transactions which have the objective or potential effect (directly or indirectly) of obtaining or consolidating control of relevant companies, as well as partial offers to shareholders for securities in relevant companies (a "takeover transaction"),
      (b) for or in connection with the regulation of things done in consequence of, or otherwise in relation to, any such bid or transaction, and
      (c) about cases where —
      (i) any such bid or transaction is, or has been, contemplated or apprehended, or
      (ii) an announcement is made denying that any such bid or transaction is intended.
      (2) A reference to rules in the following provisions of this Chapter is to rules under these Regulations.
      (3) Subject to sub-section (6), rules made under this Section apply in respect of the following persons in relation to takeover transactions —
      (a) any body corporate whose voting shares are, or have been in the 5 years prior to the relevant date, listed or admitted to trading on any recognised investment exchange within the Abu Dhabi Global Market, irrespective of their jurisdiction of incorporation,
      (b) any company registered in the Abu Dhabi Global Market (whether incorporated in or continued into the Abu Dhabi Global Market) as a public company at any time in the 5 years prior to the relevant date and having more than 50 shareholders except where, on the application of the company, the Panel rules otherwise,
      (c) any person making or contemplating making an offer to acquire securities in any of the foregoing,
      (d) directors, partners, officers, employees or representatives through whom any of the foregoing acts, and
      (e) professional advisers of the foregoing in so far as they are acting in relation to a takeover transaction.
      In the case of (a) and (b) above, the relevant date is the date on which an announcement is made of a proposed offer for the company or the date on which some other event occurs which has significance under rules made under this Section.
      (4) Bodies corporate who are subject to rules made under this Section —
      (a) are required to ensure that their directors and employees are provided with adequate guidance in respect of the application of rules made under this Section, and
      (b) shall be held responsible for the acts or omissions of their directors or employees.
      (5) In the event of uncertainty as to the application of rules made under this Section to any entity or person, clarification should be sought from the Panel.
      (6) Rules made under this Section shall not apply to companies established for the sole purpose of collective investment or to any protected cell company or incorporated cell company or any cell of such a company.

    • 3. Further provisions about rules

      (1) Rules made by the Panel may —
      (a) make different provision for different purposes,
      (b) make provision subject to exceptions or exemptions,
      (c) make provision by reference to other rules made by the Panel, the Financial Services Regulator or any other person exercising a regulatory function within the Abu Dhabi Global Market, as those rules have effect from time to time,
      (d) may contain such incidental, supplemental, consequential and transitional provision as the Panel considers appropriate, and
      (e) authorise the Panel to dispense with or modify the application of rules in particular cases and by reference to any circumstances.
      Rules made by virtue of paragraph (e) must require the Panel to give reasons for acting as mentioned in that paragraph.
      (2) Any power conferred on the Panel to make rules is exercisable in writing.
      (3) A rule making instrument must be published by the Panel on the ADGM website.
      (4) A person is not to be taken to have contravened any rule made by the Panel if the person shows that at the time of the alleged contravention the rule making instrument concerned had not been published in accordance with subsection (3).

    • 4. Consultation

      (1) Before the Panel makes, modifies or replaces rules, it must publish a draft of the rules on the ADGM website.
      (2) The draft must be accompanied by a notice that representations about the proposal may be made to the Panel within a specified time.
      (3) Before the Panel issues rules, it may have regard to any representations made to it in accordance with subsection (2) .
      (4) Subsections (1) to (3) do not apply if the Panel considers that there is an urgent need to publish the rules.
      (5) Subsection (2) does not apply in relation to rules issued by the Panel if it considers that the delay involved in complying with it would be prejudicial to its objectives.

    • 5. Rulings

      (1) The Panel may give rulings on the interpretation, application or effect of rules.
      (2) To the extent and in the circumstances specified in rules, and subject to any review or appeal, a ruling has binding effect.

    • 6. Directions

      Rules may contain provision conferring power on the Panel to give any direction that appears to the Panel to be necessary in order —

      (a) to restrain a person from acting (or continuing to act) in breach of rules,
      (b) to restrain a person from doing (or continuing to do) a particular thing, pending determination of whether that or any other conduct of his is or would be a breach of rules, or
      (c) otherwise to secure compliance with rules.

    • 7. Waiver or modification of rules

      (1) The Panel may, on the application or with the consent of a person who is subject to rules made by the Panel, direct that all or any of those rules —
      (a) are not to apply to that person, or
      (b) are to apply to that person with such modifications as may be specified in the direction.
      (2) An application must be made in such manner as the Panel may direct.
      (3) The Panel may not give a direction made pursuant to subsection (1) unless it is satisfied that —
      (a) compliance by the person with the rules, or with the rules as unmodified, would be unduly burdensome or would not achieve the purpose for which the rules were made, and
      (b) the direction would not adversely affect the advancement of any of the Abu Dhabi Global Market's objectives.
      (4) A direction may be given subject to conditions.
      (5) The Panel may —
      (a) revoke a direction made pursuant to subsection (1), or
      (b) vary it on the application, or with the consent, of the person to whom it relates.

    • 8. Publication of waivers and modifications

      (1) Subject to subsection (2), a direction made pursuant to Section 7(1) must be published by the Panel on the ADGM website.
      (2) Subsection (1) does not apply if the Panel is satisfied that it is inappropriate or unnecessary to publish the direction.
      (3) In deciding whether it is satisfied as mentioned in subsection (2), the Panel must consider whether the failure to publish the direction would adversely affect the advancement of any of the Abu Dhabi Global Market's objectives.

    • 9. Guidance

      (1) The Panel may give guidance with respect to —
      (a) the operation of any provision of these Regulations and of any rules,
      (b) any other matter relating to the functions and powers of the Panel, and
      (c) any other matter about which it appears to the Panel to be desirable to give guidance.
      (2) Guidance is indicative and non-binding and may comprise —
      (a) guidance made and issued by the Panel as notations to the rules, and
      (b) any guidance issued by the Panel which has not been incorporated into the rules.
      (3) Nothing shall constitute guidance unless it is published by the Panel on the ADGM website and indicates that it constitutes guidance.

    • 10. Fees and charges

      Rules made under Section 2(1) may provide for fees or charges to be payable to the Panel.