Capital Market Authority Acquisition and Takeover Regulation No. 2/2019

Decision
No. 2/2019
On the Acquisition and Takeover Regulation
,Based on the Capital Market Law promulgated by Oman Sultani Decree No. 80/1998 ,The Implementing Regulation of the Capital Market Law promulgated by Decision No. 1/2009 ,The approval of the Board of Directors of the Capital Market Authority ,The approval of the Ministry of Finance ,And upon the public interest requirement :It has been decided
Article 1
The provisions enclosed with the attached Regulation shall be put into effect regarding the Acquisition and Takeover of the shares of the public joint stock company listed on Muscat Securities Market
Article 2
Any provision that is inconsistent with or contradictory to the provisions of the attached .Regulation shall be abrogated
Article 3
This Decision shall be published in the Official Gazette, and shall come into effect on the next .day following the date of its publication Issued on 03 Ramadan 1440 H Corresponding to 09 May 2019 Yahya bin Said bin Abdullah Al-Jabri Chairman of the Board of Directors of the Capital Market Authority Acquisition and Takeover Regulation
Chapter 1
Definitions and General Provisions
Article 1

In applying the provisions of this Regulation, the following terms and expressions shall have the :meaning assigned against each of them .Authority: The Capital Market Authority .Market: Muscat Securities Market .Company: The public joint stock the Company listed on the Market Sister Company: An establishment which is impacted by the Company with respect to its financial and operational decisions, according to the international accounting standards, for the .purposes of application of financial statements Subsidiary Company: An establishment which is controlled by the Company with respect to its financial and operational decisions, according to the international accounting standards, for the .purposes of application of financial statements .Acquisition: Ownership of shares in a Company Takeover: A bid made by a Person, either individually or in participation with others, to own (25%) or more of the voting shares of the Company. Any subsequent bid shall be considered to .be a competing bid Offer Document: A document which contains all the data and information related to the .Takeover bid, to be sent by the Offeror to the shareholders of the Offeree .Person: The physical or juristic Person .Offeror: Any Person making a Takeover bid either individually or in participation with others Offeree: The owners of voting shares in the Company to which the Takeover bid is made, and to .whom the Takeover bid relates, except for the Offeror Mandatory Acquisition: The Offeror's Acquisition of all the remaining shares of the Offeree, after obtaining the approval of the Authority, and the approval of the shareholders holding (90%) of the target shares excluding the shares owned by the Offeror or the Persons acting in concert with .him .Consultant: The issue manager who is licensed by the Authority and appointed by the Offeror Independent Consultant: The issue manager who is licensed by the Authority and appointed by the Offeree, and who may be appointed by the Offeror in case there is a Conflict of Interests with .the Offeree or in case of Reverse Takeover Announcement of the Takeover bid: An announcement to the general public in at least two daily .newspapers, one in Arabic and the other in English, for two successive days Participant: Any Person concerned by the Takeover Bid such as an Offeror, Offeree, Consultant, Independent Consultant or any other Person who assumes any task which may affect the .Takeover bid such as an auditor or legal consultant Reverse Takeover: The case in which the Offeror makes an offer to take over the voting shares in the Offeree Company by way of an exchange of shares. In case the Takeover bid is accepted, then .the shareholders of the Offeree shall have voting votes in the Offeror Company .Relatives: The spouse and Relatives up to the second degree of kinship Conflict of Interests: The situation in which the Person is in a position which allows him to obtain a Personal or professional interest and benefit, either directly or
indirectly, due to the .information that he has become aware of as a result of the said position

Article 2
:The provisions of this Regulation shall be applicable in the following cases a- Ownership by a Person, either individually or in participation with others, of not less than (25%) of the voting shares in the Company and the desire to acquire (25%) or more of its .shares b- Ownership by a Person, either individually or in participation with others, of not less than (25%) of the voting shares in the Company and the desire to acquire voting shares of more .than (2%) every six months from the date of first purchase c- Ownership by a Person, either individually or in participation with others, of not less than (25%) of the voting shares in any the Company having control over the Company and who is willing to acquire voting shares in the Company of more than (2%) every six months from .the date of first purchase
Article 3
The provisions of this Regulation shall not apply to any Person who owns (75%) or more of the shares of any public joint stock the Company listed on the Muscat Securities Market or any the Company having control over the Company prior to the entry into effect of the provisions of this .Regulation
Article 4
The Company which is willing to continue as a public joint stock the Company shall make (25%) of its shares available to the Person from among the general public, other than the members of the board of directors of the public joint stock Company or its Subsidiary Companies and related parties, where the share of each shareholder shall not exceed (5%) of the shares of the .Company The percentage owned by investment funds offered for public subscription and pension funds which is less than (15%) shall be included within the (25%) of the shares of the Company .required to be made available to the general public
Article 5
:The Participant in the Acquisition and Takeover transaction shall commit to the following .a- Observing the highest standards of integrity and transparency .b- Providing high standard of treatment to all shareholders c- Verifying that the information is not provided to the shareholders on a selective basis .during the Takeover Bid d- Ensuring that the Persons dealing in the market are not misled by the information published on the existence of an active market in the securities of the Offeree, Offeror or any other the Company concerned by the Takeover Bid, in a way that the rise or fall of the .prices of the securities becomes artificial
Article 6
The Persons acting on the basis of an agreement, arrangement or understanding aimed at obtaining, either collectively or individually, voting shares in the Company for the purposes of acquisition of control, shall be deemed to be Persons acting in concert. Unless otherwise provided, the Persons mentioned in the following Clauses shall be deemed to be Persons acting :in concert

.a- The Company, Sister and Subsidiary Companies .b- The Company and any of the members of the board of directors or their Relatives .c- The Company and any investment fund or pension fund established by the same d- Any Person, or investment company or investment fund whose investments are managed on .the basis of instructions e- Any Person who, either individually or in participation with others, owns or takes over with his Relatives, collectively or individually, twenty percent (20%) or more of the voting shares in any of .the companies specified in Paragraph (a) of this Article
Article 7
The Offeror or the Offeree or their Consultants or any other Person who provide information or documents required under this Regulation, which include a significant incorrect or misleading statement or with significant omission, or which does not comprise a statement related to a substantial development prior to the closure or termination of the bid, shall perform the :following .a- Notifying the Authority, promptly and in writing, of the said actions or facts .b- Disclosing the said matter, promptly, to the Market
Article 8
The Authority may ask the Participant in the Takeover Bid for any data or information that it .may deem necessary
Article 9
The Authority may extend the time periods set out in this Regulation, as it may deem necessary, .to achieve the Takeover Bid
Article 10
In applying the provisions of this Regulation, if the end of any duration falls on an official .holiday, then it shall extend to the first trading day following its termination
Article 11
In case of any breach of the provisions of this Regulation, the Authority may take the legal .proceedings set out in the Capital Market Law and its Implementing Regulation
Chapter 2
Acquisition and Takeover Procedures
Article 12
The Offeror shall monitor the trading movement in the shares of the Offeree in the Market, and shall disclose to the Market of the intention, if any, to take over, and that is prior to referring to the board of directors of the Offeree the Company, immediately upon the occurrence of any .unusual trading activity in the shares related to the offer
Article 13
The Offeror or any Person acting in concert with him may not take any steps to take over the .Company within one year after the annoucnemnt of his unwillingness to make the Takeover Bid

Article 14
Any Person who expresses his intention, either individually or in participation with other, to :make an Acquisition or Takeover Bid shall appoint a Consultant to perform the following a- Giving advice which enables the Participants in the Acquisition and Takeover Bid to make .informed decisions b- Facilitating the consultation process and early study with the Authority, if necessary, to .enable the Participants in the Acquisition and Takeover Bid to take immediate procedures c- Ensuring consistency between any request related to the Acquisition and Takeover Bid .with the form and content of the requests specified in the forms issued by the Authority d- Verifying that the Acquisition and Takeover Bid or is capable to execute such offer by examining his solvency and capability to fulfil the financial obligations resulting from the .bid e- Submitting a notice of the Acquisition and Takeover Bid when the obligation arises .thereof
Article 15
The Offeror shall announce the Takeover Bid immediately. If the Offeror is a Company that is listed on the Market, then, in addition to the Announcement, it shall disclose the Takeover Bid .on the electronic website of the Market
Article 16
The Offeror shall, after the Announcement of the Takeover Bid mentioned in the preceding
Article, and prior to the trading session in the Market, send a notice in writing, to each of the
:following
.a- The board of directors of the Company to which the Takeover Bid is made .b- The Authority and the Market
Article 17
The Announcement mentioned in Article 15 of this Regulation and the written notification :mentioned in Article 16 shall including the following .a- The identity of the Offeror and all Persons acting in concert with him .b- The basis for the determination of the price of the Takeover Bid c- The consideration for the shares and securities that are convertible into shares if in other than .cash, its calculation method and valuation d- The type and total number of the voting shares owned or controlled by the Offeror or any .other Person acting in concert with him in the Offeree e- The details of any existing or potential agreements, measures or understandings related to the voting shares referred to in Paragraph (d) of this Article, between the Offeror or any Person .acting in concert with him and the shareholders of the Offeree f- The terms of the Takeover Bid including the conditions related to acceptance, listing, and .capital increase
Article 18

The board of directors of the Company to which the Takeover bid is made shall, following the :receipt of the written notice, perform the following a- Making a disclosure, immediately upon the receipt of the written notice, through the electronic website of the Market and making an Announcement to the general public in daily newspapers within 24 hours from the day of receipt of the written notice, providing that the :Announcement published by the board of directors of the Offeree includes the following .All information received through the written notice sent by the Offeror -1 A statement of whether or not the board of directors is willing to ask another Person to -2 .make a competing Takeover Bid b- Sending the Announcement mentioned in Paragraph (a) of this Article to all the shareholders .of the Offeree within seven (7) days from the day of receipt of the written notice
Article 19
The Board of Directors of the Company to which the Takeover bid is made, in the Acquisition and :Takeover Bid with respect to the owners of securities, shall perform the following a- Not to conceal the information which enables the owners of securities to make the .appropriate decision on the Acquisition and Takeover Bid b- Not to take any procedure or any decision which may abort the proposal on the Acquisition and Takeover Bid or any competing bid, or the owners of securities be deprived .of the opportunity to make decisions on the Acquisition and Takeover Bid
Article 20
The Authority may request from the Offeror or the board of directors of the Company to which the Takeover bid is made or both, to announce the Takeover Bid in any other way that the .Authority may deem appropriate
Article 21
The Offeror shall submit the Offer Document to the Authority within four (4) days from the date on which the written notice mentioned in Article 16 of this Regulation is sent, so as to obtain its approval after the payment of a fee equal to fivethousandths from the total market value of the .shares requested to be controlled
Article 22
The Offeror shall include in the Offer Document a statement indicating the approval of the Authority. This approval shall not be deemed to be a recommendation to the Offeree to accept .the Takeover Bid
Article 23
The Offer Document approved by the Authority shall be sent to the Board of Directors of the Company to which the Takeover bid is made and its shareholders, within twenty-first (21) days .from the date on which the written notice mentioned in Article 16 of this Regulation is sent
Article 24
The Offeror shall include in the Offer Document all the information and data specified in the .form prepared by the Authority
Article 25

The Board of Directors of the Offeror, if willing to make an offer for Reverse Takeover, shall obtain the approval of the owners of the voting shares in an extraordinary general assembly, .before the Offer Document is sent
Article 26
The Offeror or any Person acting in concert with him shall not sell or convert the voting shares at the Company to which the Takeover bid is made, or enter into an agreement or measures to .reduce the ownership of the Offeror or his interest in the voting shares during the offer period
Article 27
The Board of Directors of the Company to which the Takeover bid is made shall, after the presentation of its remarks and opinions on the information related to the Takeover Bid, send the results in the form of a report to the Offeree and to the Authority, within ten (10) days from the date of receipt of the Offer Document. The report shall include, but not limited to, the :following a- The objectives of the Takeover Bid or and any radical changes to the commercial activities, including the intention to continue the business, in addition to the plans to dissolve the Company to which the Takeover bid is made, or to sell its assets, or to make .any additional radical changes regarding its structuring b- The announced plan of the Offeror regarding the employees of the Company to which the .Takeover bid is made and its Subsidiary Companies c- The extent of consistency of the Takeover Bid, including the accuracy and validity of any .information related to the Offeror mentioned in the Offer Document .d- The securities that are convertible into voting shares in the Offeree Company, if any
Article 28
The board of directors of the Company to which the Takeover bid is made shall disclose all the information that the Offeree and Consultants need and which they would expect to find in the .report, so as to make the appropriate decision accepting or refusing the Takeover Bid
Article 29
The members of the board of directors of the Company to which the Takeover bid is made, who have a Conflict of Interests or any of their Relatives, may not make any recommendation relating .to the Takeover Bid
Article 30
The board of directors of the Offeree shall be responsible towards the shareholders of the Company to which the Takeover bid is made, for all the remarks, opinions and information .mentioned or disclosed in the report
Article 31
The Board of Directors of the Company to which the Takeover Bid is made, shall appoint an :Independent Consultant who meets the following conditions a- Not to be an owner of (10 %) or more of the voting shares in the Offeror or the Company to which the Takeover Bid is made, at any time during the twelve (12) months preceding the .beginning of the offer period b- Not to have any business relationship with the Offeror or the Offeree, at any time during the twelve (12) months preceding the offer period, which may result in revenue or profits of (10%) or

.more c- Not to have a representative in the board of directors of the Offeror or the Company to which .the Takeover Bid is made .d- Not to participate in the financing of the Takeover Bid e- Not to be one of the creditors of the Offeror or the Company to which the Takeover Bid is made, on the basis of the last audited accounts or the last accounts of the management if the .last audited accounts are older than (six) months f- Not to have a financial interest in the results of the Takeover Bid not specified in the .Paragraphs from (a) to (e) of this Article g- The Offeror or the Company to which the Takeover Bid shall not have a representative in the .board of directors of the Independent Consultant
Article 32
:The Independent Consultant shall perform the following a- Submitting a report which includes an acknowledgment that he is independent and has no .Conflict of Interests b- Submitting the remarks, opinions and recommendations on the Takeover Bid by submitting an independent advice report to the board of directors of the Company to which the Takeover Bid is made and to the Authority, within ten (10) days from the date on which the Offer Document is .sent to the Offeree
Article 33
The board of directors of the Offeror shall appoint an Independent Consultant in the case .involving a Reverse Takeover In this case, the Independent Consultant shall issue an independent advice report for the owners of the shares or securities that are convertible into voting shares, to the Offeror and to the Authority, including the opinions and recommendations of the board of directors of the Offeror on the Takeover Bid or the Conflict of Interests, according to the form prepared by the .Authority
Article 34
The Independent Consultant of the Company to which the Takeover Bid is made or of the Offeror, shall be responsible for all the remarks, opinions and information disclosed in the :independent advice report, and he shall abide by the following a- Ensuring disclosure of all information requested by the board of directors and the shareholders of the Offeror or the Company to which the Takeover Bid is made and the owners of securities that are convertible into voting shares, and their Consultants or any of them, in the independent advice report, with the aim to make an informed decision on the advantages of .acceptance or refusal of the Takeover Bid b- Ensuring that all relevant information and data according to the requirements mentioned in the form prepared by the Authority are included in the independent advice report regarding the .board of directors of the Company to which the Takeover Bid is made
Chapter 3
The Terms of the Acquisition and Takeover Bid

Article 35
The Takeover Offeror or may not withdraw his offer after obtaining approvals resulting in that the Offeror and all the Persons acting in concert with him, own (75%) or more in total of the voting shares in the Company to which the Takeover Bid is made. If the Offeror fails to obtain the said percentage on the termination of the offer period, then he may select to whether .withdraw the offer or settle to the achieved result
Article 36
If the percentage specified in the previous Article is not satisfied, then the Takeover bid period shall end by no later than (2: 00) in the evening of the sixtieth (60) day after the Offer Document .is sent to the Offeree in the Company to which the offer is made
Article 37
The Person who has accepted the Takeover Bid may withdraw his approval within the offer period as long as the Offeror has not announced that the percentage of acceptance has reached .(75%) or more of the voting shares
Article 38
The Takeover Offeror shall make purchase offer at a price not less than the highest price paid for .the share, during the sixmonth period prior to the commencement of the offer period
Article 39
The Takeover Offeror or any Person acting in concert with him, who has previously purchased or approved the purchase of shares carrying the voting rights in the Company to which the Takeover Bid is made during the offer period for a higher consideration than that mentioned in the Offer Document, shall increase the consideration for the Takeover Bid by not less than the .price of any voting shares purchased prior to the offer period
Article 40
In case a price for the voting shares is submitted according to the preceding Article, the Takeover Offeror, shall immediately make an Announcement in daily newspapers, in addition to :disclosure, on the electronic website of the Market, of the following information .a- The revised bid price b- The number of the voting shares related to the Takeover Bid that were purchased or approved .to be purchased .c- The price paid or approved to be paid for the purchase
Article 41
The Takeover Offeror shall pay the cash consideration for the value of the purchased shares, to all the Offerees who have accepted the Takeover Bid, during ten (10) days from the closing date .of the Takeover Bid
Article 42
If the consideration includes securities or a combination of cash money and securities, the Offeror shall transfer the consideration for all the Persons who have accepted the Takeover Bid to their accounts with Muscat Clearing & Depository Company (MCDC), within fourteen (14) days .from the closing date of the Takeover Bid
Article 43

The Takeover Offeror shall pay the consideration in cash, and if the Takeover Bid includes an .exchange of securities, then the cash option shall be available to the Offeree
Article 44
If the Offeror offers an exchange of securities not traded on the Market as a consideration for the Takeover Bid, then he shall disclose in the Offer Document the fair value of the untraded securities, on the basis of a valuation made by an independent company that is internationally .recognised for this type of securities
Article 45
If the Offeror offers an exchange of securities traded on the Market as a consideration for the :Takeover Bid, then the value of the said consideration shall be as follows a- With respect to unissued securities, the price shall be as approved in the extraordinary .general assembly of the shareholders of the Offeror b- With respect to issued securities, the price shall be the prevailing average price in the Market on the last five (5) trading days prior to the date of the written notice regarding the filing of the .Takeover Bid
Chapter 4
The Timing of the Acquisition and Takeover Bid
Article 46
The Offeror shall commit to make the Takeover Bid open for acceptance for not less than twenty￾one (21) days, and not exceeding seventy-four (74) days from the date on which the Offer Document is sent to the shareholders of the Offeree. In case there is a competing Takeover Bid during the said period, then the period of the original offer shall commence from the date on .which the Offer Document of the competing Takeover Bid is sent
Article 47
:In case the Takeover Bid is revised, then the Offeror shall perform the following a- Announcing and disclosing the said amendment on the electronic website of the Market directly prior to the commencement of the trading session which directly follows the .amendment b- Submitting a written notice on the revised Takeover Bid, to the Authority and to all the .Offerees, including those who have accepted the original Takeover Bid c- The revised Takeover Bid shall remain open for acceptance for at least another fourteen (14) days from the filing date of the written notice set out in Paragraph (b) of this Article, and not exceeding seventy four (74) days from the date on which the document of the original offer is .sent, with determination of the next closure of the revised Takeover Bid
Article 48
The Offeror may not revise the original Takeover Bid after forty-six days as from the date on which the Offer Document is sent to the Offeree. A competing Takeover Bid may not be .submitted after the elapse of the said period
Article 49
The Takeover Bid shall be considered as closed prior to the termination date specified in the Offer Document if the Offeror announces the receipt of an acceptance of all the voting shares to

.which the Takeover Bid relates
Article 50
If the Offeror obtains a percentage of acceptance of (75%) or more of the voting shares in the Offeree, then the Offeror may on the day on which the Offer Document is sent, make the offer period open for not more than sixty (60) days from the date on which the Offer Document is .sent
Article 51
If the Offeror obtains a percentage of acceptance of (75%) or more within forty-six days as from the date on which the Offer Document is sent, then the Offeror shall keep the offer open for at .least fourteen (14) days and not more than sixty (60) days
Article 52
If the Offeror obtains a percentage of acceptance of (75%) or more of the voting shares after forty-six days as from the date on which the Offer Document is sent, then the Offeror shall keep .the offer open for at least fourteen (14) days and not more than seventy-four (74) days
Article 53
The Offeror shall, within at least fourteen (14) days prior to the end of the Takeover Bid, :announce to the Offeree that the Takeover Bid is still open through the following .a- Announcing the Takeover Bid to the general public .b- Disclosing the Takeover Bid on the electronic website of the Market
Article 54
If the securities of the Offeror or the Offeree are traded on the Market, then the Offeror shall notify the Authority and make a disclosure on the electronic website of the Market prior to the trading session as from the morning of the next trading day following the day on which the offer .was closed or announced to have met all the requirements or was revised
Article 55
The notice and disclosure referred to in Article 54 of this Regulation shall include the following :information .a- The total number of the voting shares for which an acceptance is received b- The total number of the voting shares owned by the Offeror and all the Persons acting in .concert with him c- The total number of the voting shares owned after the Takeover Bid is made and by all the .Persons acting in concert with him
Article 56
If the securities of the Offeree or the Offeror are not traded on the Market, then the Offeror shall notify the Authority and make an Announcement in daily newspapers, prior to the trading session of the next trading day following the day on which the Takeover Bid is closed, or from the announcement that the offer has met the requirements or was revised, and provided that the notice and Announcement include the information mentioned in Article 55 of this .Regulation
Article 57

in case the Offeror fails to comply with the requirements sent out in the two Articles (54, 55) of this Regulation, then any Person who has accepted the Takeover Bid may promptly withdraw his .acceptance
Chapter 5
The Obligations of the Offeror
Article 58
The Offeror shall commit to afford equivalent treatment without preference, to all the Offerees, .pursuant to the type of the security owned each of them
Article 59
In case a Takeover Bid is made to obtain the voting shares in the Company to which the Takeover Bid is made, then the Offeror shall submit sufficient guarantees to the owners of .securities convertible into shares to secure their rights
Article 60
The Offer Document shall be sent to the owners of securities that are convertible into voting .shares at the same time on which the Offer Document is sent to the Offeree
Article 61
In case a Takeover Bid is made involving different classes of securities, then the Offeror shall make separate consideration for each class. Moreover, the Offeror shall mention whether he is .willing to seek the Mandatory Acquisition or not
Article 62
The Offeror who obtains a percentage of acceptance of (90%) of the target class of securities, after excluding whatever previously acquired with his knowledge or through any Person acting in :concert with him on the date of Takeover Bid, shall perform the following .a- Notifying the Authority .b- Announcing the percentage of acceptance to the general public in daily newspapers .c- Making a disclosure on the electronic website of the Market
Article 63
After obtaining the percentage of acceptance specified in Article 62 of this Regulation, the Offeror shall apply to the Authority to obtain its approval on the Mandatory Acquisition of the remaining shares of the Company to which the Takeover Bid is made, accompanied by a statement indicating his plan after the Mandatory Acquisition, the Company directions and the .period necessary for its implementation
Article 64
After obtaining the percentage of acceptance specified in Article 62 of this Regulation at any time during sixty (60) days from the date of fulfilment of the said percentage, the Offeror shall make a notice to the objecting shareholders, informing them of his intention to purchase their shares .according to the Takeover Bid previously made to them and under the same terms
Article 65
The Offeror shall, after thirty (30) days from the date on which the notice specified in Article 64

:of this Regulation is made, perform the following a- Ensuring the payment of the value of the shares of the Offeree as mentioned in the Offer .Document b- Ensuring that the Muscat Clearing & Depository Company (MCDC) transfers the ownership of the shares of the Company to which the Takeover Bid is made to the Offeror after the value of .the said shares is paid as mentioned in the Offer Document
Article 66
The Persons mentioned in the following Clauses shall disclose, through the Consultant, to the Authority and the Market prior to the trading session, the total number and value of shares or securities that are convertible into voting shares in the Offeree, having dealt in for their account :during the offer period .a- The Offeror or any Person acting in concert with him .b- The shareholders who each of them owns more than (5%) of the shares of the Offeror c- The members of the board of directors and the employees of the senior executive .management at the Offeror .d- The Relatives of the Persons referred to in Paragraphs (a, b, c) of this Article
Article 67
The Offeror or any Person acting in concert with him may not withdraw the Takeover Bid without .the prior written approval of the Authority
Article 68
The Offeror and all Persons acting in concert with him may not make a Takeover Bid on the same class of securities that were included in the previous Takeover Bid, and that is during twelve (12) months from the date of announcement of the withdrawal of the Takeover Bid, or the .termination of its duration or its failure
Article 69
The Offeror and all Persons acting in concert with him shall provide the Authority, on monthly basis, with a proof indicating that their voting shares were not increased during the twelve (12) months subsequent to the date of announcement of the withdrawal of the Takeover Bid, or the .termination of its duration or its failure
Article 70
The Offeror and any Person acting in concert with him, if the offer is successful, may not within the six-month period following the closure of the Takeover Bid, acquire more voting shares of the Company to which the Takeover Bid is made by more favourable terms than that of the .previous Takeover Bid
Chapter 6
The Obligations of the Company to which the Takeover Bid is Made
Article 71
The Company to which the Takeover Bid is made, or its board of directors shall submit the same .information that are provided to the Offeror or any other Offeror upon request thereof

Article 72
No member of the board of directors of the Company to which the Takeover Bid is made, may .resign from his office until the Takeover Bid is closed
Article 73
The board of directors of the Company to which the Takeover Bid is made, may not take any procedure or decision which may abort the Takeover Bid or cause the shareholders to be deprived of the opportunity to make decisions on the advantages of the Takeover Bid, and they :may not take any of the following procedures .a- Issuing new shares b- Selling any of the assets of the Company to which the Takeover Bid is made or taking any .procedure that may affect the Company or the price of its shares in the Market c- Entering into contract or authorising the conclusion of a contract to the interest of the Company to which the Takeover Bid is made or on its behalf outside the ordinary course of its .activity .d- Selling treasury shares in the Market
Article 74
The Persons mentioned in the following Clauses shall, during the Takeover offer period and prior to the trading session, disclose to the Authority and the Market any change in the percentage of ownership of the securities in the Offeror or the Company to which the Takeover Bid is made. The aforementioned disclosure shall be made on the day following the day on which the :relevant bargain is concluded. The said Persons are .a- The Offeree .b- The shareholders who each of them owns more than (5%) of the shares of the Offeror c- The members of the board of directors and the employees of the senior executive .management at the Offeror or the Company to which the Takeover Bid is made .d- The Relatives of the Persons referred to in Paragraphs (a, b, c) of this Article