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

The Securities Regulation Code on Takeovers and Mergers

The Code

Section E. Dealings and Restrictions on the Acquisition of Securities and Rights over Securities

Rule 5. Acquisitions Resulting in an Obligation to Offer a Minimum Level of Consideration

 

 

5.1) Acquisition before an Offer Period

 

When an offeror or any person acting in concert with it has acquired relevant securities in the offeree company -

a) within the three month period prior to the commencement of the offer period, and otherwise than with the consent of the Panel;
b) prior to the three month period referred to in (a), if in the view of the Panel there are circumstances which render such a course necessary in order to give effect to General Principle 1,

the offer to the holders of relevant securities of the same class shall be on terms similar to the most favourable of such acquisitions.

 

5.2) Acquisitions at above the offer price

 

a) If, after the commencement of the offer period and before the offer closes for acceptance, an offeror or any person acting in concert with it purchases relevant securities in the offeree company at above the offer price (being the then current offer price), it shall increase its offer to not less than the highest price paid for the shares so acquired.
b) Immediately after the acquisition, an announcement is required that a revised offer will be made in accordance with this Rule (see also Rule 30). The announcement shall also state the number of shares acquired and the price paid.