Companies Act, 1973 (Act No. 61 of 1973)

Companies Administrative Regulations, 1973

Purchase

1)	In this regulation, unless the context otherwise indicates-

"company"

means the company making an offer to its shareholders or certain shareholders to acquire from them shares issued by it;

"directors"

mean the directors of the company making the offer; and

"offer"

means an offer by the company to its shareholders or certain shareholders to acquire from them shares issued by it.

2)	The written offering circular contemplated in section 87(1)(a) of the Act pertains to shares not listed on a stock exchange and shall contain particulars with respect to at least the following matters:

a)	The name and registration number of the company.

b)	The directors of the company as at the date of the offer.

c)	The share capital structure of the company prior to the offer being made.

d)	Details of other acquisitions by the company of shares in terms of section 85 of the Act during that financial year, including--

i)	particulars of the financial year of the company;

ii)	dates of acquisitions;

iii)	shares so acquired in respect of previous acquisitions;

iv)	the aggregate percentage of issued shares acquired by the company through previous acquisitions during that financial year.

e)	The terms of the offer and whether it is a general offer to all shareholders or an offer for a particular acquisition providing also details of the special resolution and the date of registration thereof.

f)	Details of the shares the company proposes to acquire indicating the type of shares (par or no par value shares), class of shares, price offered and the source of the consideration to be paid (cash, share premium, capital redemption reserve fund, other).

g)	If a shareholder is a subsidiary of another company-

i)	the name and registration of its holding company;

ii)	the reason by virtue of which it is a subsidiary;

iii)	the directors of the holding company at the date of the proposed acquisition; and

iv)	the share capital structure of the holding company prior to the proposed acquisition.

h)	The reasons for the offer.

i)	The effect of the acquisition in respect of-

i)	the capital structure of the company; and

ii)	control as defined in section 440A of the Act, before and after the acquisition.

j)	A statement in respect of-

i)	the fair value of the consolidated assets of the company after the proposed acquisition; and

ii)	the fair value of the consolidated liabilities of the company after the proposed acquisition.

k)	A sworn statement by the directors that they reasonably believe that after the acquisition-

i)	the fair value of the consolidated assets of the company after the acquisition will exceed the fair value of the consolidated liabilities of the company; or

ii)	the company will be able to pay its debts as they become due in the ordinary course of business.

l)	Information in respect of the computation of the proposed offer price at the date of the offer and any other information that is or was material in determining the offer price.

m)	Any other information that is or may be material in the decision of the offeree shareholder in considering the offer.