| 1) |
In this section, unless the context otherwise indicates- |
'beneficial interest', in relation to a security, means-
| a) |
the right or entitlement to receive any dividend or interest payable in respect of that security; or |
| b) |
the right to exercise or cause to be exercised, in the ordinary course, any or all of the voting, conversion, redemption or other rights attaching to such security, |
but does not include any interest held by a person in a unit trust or collective investment scheme in terms of the Unit Trusts Control Act, 1981 (Act No. 54 of 1981);
'exchange' means a stock exchange in the Republic licensed in terms of the Stock Exchanges Control Act, 1985 (Act No. 1 of 1985), or a financial market in the Republic licensed in terms of the Financial Markets Control Act, 1989 (Act No. 55 of 1989);
'security' means-
| a) |
any listed security as defined in section 1 of the Stock Exchanges Control Act, 1985; and |
| b) |
any financial instrument which confers the right to convert such instrument into a listed security referred to in paragraph (a). |
| 2) |
A person is deemed to have a beneficial interest in a security if— |
| a) |
the spouse of the person married in community of property or the minor children of that person have a beneficial interest in such security; |
| b) |
that person acts in terms of an agreement with another person holding a beneficial interest and the agreement is in respect of the co-operation between them for the acquisition, disposal or any other matter relating to a beneficial interest in such security; |
| c) |
it is the holding company of a company that has a beneficial interest in such security; |
| d) |
a body corporate or trust has a beneficial interest in such security and- |
| i) |
the body corporate or its directors or the trustees are accustomed to act in accordance with the directions or instructions of that person; or |
| ii) |
that person is entitled to exercise or control the exercise of the majority of the voting rights at general meetings of the body corporate or trust; or |
| e) |
the security is held nomine officii by another person on that person's behalf. |
| 3) |
Where securities of an issuer are registered in the name of a person, and that person ('the registered shareholder') is not the holder of the beneficial interest in all of the securities held by the registered shareholder, the registered shareholder shall, at the end of every three month period after 30 June 1999, disclose to the issuer the identity of each person on whose behalf the registered shareholder holds securities and the number and class of securities issued by that issuer held on behalf of each such person. |
| 4) |
The information required in terms of subsection (3) shall be furnished in writing within seven days of the end of the three month period referred to in that subsection. |
| a) |
An issuer may by notice in writing require a person who is a registered shareholder of, or whom the issuer knows or has reasonable cause to believe to have a beneficial interest in, securities issued by that issuer, to confirm or deny whether or not such person holds a beneficial interest in such securities, and if the security is held for another person, the person to whom the request is made shall disclose to the issuer the identity of the person on whose behalf that security is held. |
| b) |
The registered shareholder may levy such fee for the furnishing of information requested as may be prescribed by the Minister from time to time. |
| 6) |
A notice under subsection (5) may, in addition, require the addressee to give particulars of the extent of the beneficial interest held during the three years preceding the date of the notice. |
| 7) |
The information required in terms of subsections (5) and (6) shall be furnished within a reasonable time specified in the notice, but not later than 14 days from the date of receipt of the notice. |
| a) |
All issuers of securities shall establish and maintain a register of the disclosures made in terms of this section and shall publish in their annual financial statements a list of the persons who hold beneficial interests equal to or in excess of five per cent of the total number of securities of that class issued by the issuer together with the extent of those beneficial interests. |
| b) |
Such register shall be open to inspection mutatis mutandis as if it were a register contemplated in section 113. |
| 9) |
A person who fails to comply with any provision of this section or to make a disclosure as required by this section or who makes a false disclosure, shall be guilty of an offence. |
Contingency Fees Act, 1997
