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

The Securities Regulation Code on Takeovers and Mergers

The Code

Section H. Provisions Applicable to all Offers

Rule 12. Appropriate Offer for Convertible or other Relevant Securities

 

 

a) When an offer is made for equity securities and the offeree company has convertible securities outstanding, or other securities which in substance partake of the nature of equity the offeror shall make an appropriate offer to the holders of convertible securities and other relevant securities to ensure that their interests are safeguarded. Equality of treatment is required.
b) The board of the offeree company is required to obtain appropriate external advice on the offer to the holders of convertible securities and other relevant securities and the substance of such advice shall be made known to such holders, together with the board's view on the offer.
c) Whenever practicable, the offer shall be dispatched to holders of convertible securities and other relevant securities at the same time as the offer document is posted but, if this is not practicable, the Panel shall be consulted and the offer shall be dispatched as soon as possible thereafter. A copy of the offer shall be lodged with the Panel at the time of issue.
d) The offer to holders of convertible securities and other relevant securities required by this Rule shall not without the consent of the Panel be made conditional on any particular level of acceptances. It may, however, be put by way of a scheme of arrangement or other method referred to in Rule 29 to be considered at a meeting of such holders.
e) If an offeree company has options or subscription rights outstanding in respect of relevant securities, the provisions of this Rule shall apply mutatis mutandis.