| a) |
Where an offer is implemented by a scheme of arrangement or by a reduction of capital or conversion of securities or any other method, then, for the purposes of these Rules- |
| i) |
in the case of a scheme of arrangement, the company in respect of which the scheme is proposed shall be deemed to be the offeree company, and the persons who will be the holders of relevant equity securities of the company after the scheme of arrangement has been sanctioned shall be deemed to be the offeror, |
| ii) |
in the case of a reduction of capital or conversion of securities, the company undertaking the reduction or conversion shall be deemed to be the offeree company and the persons who will be the holders of the relevant equity securities of the company after the reduction or conversion shall be deemed to be the offerors; |
| iii) |
in the case of any other method being utilised to implement an offer the Panel shall be consulted in advance; |
| iv) |
save in so far as the Panel may otherwise permit, or unless the Supreme Court has ordered otherwise, the provisions of these Rules relating to disclosure and, where possible, timing and periods of notice shall apply mutatis mutandis. |
| b) |
In the case of a reduction of capital or a conversion of securities which has as its purpose the elimination of a minority shareholding, the Panel may in appropriate circumstances required that at the relevant meetings the majority votes shall be excluded. |
Where subsequent to the announcement of a firm intention to make an offer, but prior to the opening date of the offer, the market price of the relevant securities exceeds that which it is intended to offer, the offeror may, with the permission of the Panel, make a standby offer on such terms and conditions as the panel may determine.
| d) |
Where the directors of a company will require the authority of a general meeting of shareholders of the company pursuant to the provisions of section 228 of the Act in order to enter into an affected transaction, the Panel shall have the right in its sole and absolute discretion, to direct that any shareholder, whose vote may as a result of any direct or indirect conflict of interest result in an inequity to any other shareholder, shall not vote or cause its votes to be exercised in whole or in part at the said general meeting or any adjournment thereof. |
South African Weather Service Act, 2001
