Protection of Businesses Act, 1978
R 385
Companies Act, 1973 (Act No. 61 of 1973Companies Administrative Regulations, 197327A. Registration of Offer Document [Section 144(c)(iii) and (iv)] |
| 1) | The written offer to be lodged with the Registrar for registration in terms of section 144(c)(iv) shall contain particulars with respect to the following matters: |
| a) | The name and address of the registered office and the transfer office, and, if an external company the country in which it is incorporated. |
| b) | A general description of the business carried on by the company. |
| c) | The names of the directors of the company. |
| d) | A statement of the purpose of the offer, giving reasons why it is considered necessary for the company to raise the capital offered. |
| e) | Particulars of the share capital- |
| i) | if consisting of shares of par value, the authorised and issued share capital, share premium and share capital held in reserve, the number and classes of shares and their nominal value; |
| ii) | if consisting of shares of no par value, the stated capital, the number of shares issued and held in reserve and classes of shares; |
| iii) | a description of the respective preferential, conversion and exchange rights, rights to dividends, profits or capital of each class, including redemption rights and rights on liquidation or distribution of capital assets; |
| iv) | the number of founders' and management of deferred shares, if any, and any special rights attaching thereto. |
| f) | The substance of any contract or arrangement or proposed contract or arrangement, whereby any option or preferential right of any kind was or is proposed to be given to any person to subscribe for any shares of the company or its subsidiary, giving the number and description of any such shares. |
| g) | Particulars of the shares offered, including- |
| i) | the class of shares; |
| ii) | the nominal value of the shares, if applicable; |
| iii) | the number of shares offered; |
| iv) | the issue price; and |
| v) | other conditions of the offer. |
| h) | Particulars of debentures offered, including-` |
| i) | the class of debentures; |
| ii) | the conditions of the debentures; |
| iii) | if the debentures are secured, particulars of the security, specifying the property comprising the security and the nature of the title of the property; |
| iv) | the issued price; and |
| v) | other conditions of the offer. |
| i) | Full particulars of the last annual financial statements of the company and subsequent interim report and provisional annual financial statements, if any. |
| j) | The time and date of the opening and of the closing of the subscription list of the offer. |
| 2) | The information required to be stated in the offer document shall be set out in print or type and shall not be less conspicuous than that in which any additional matter is printed or typed and shall be set out in separate paragraphs under appropriate headings. |
| 3) | An offer document shall deal with each of the applicable paragraphs of these Regulations under its appropriate heading but not necessarily in the same order, and shall in each case in brackets, or otherwise, refer tot he paragraph of these Regulations. In the last paragraph of the offer document under the heading - "Paragraphs of Regulations which are not applicable" - the paragraphs of these Regulations which are not applicable shall be stated. |
| 4) | As far as possible the general matter of an offer document shall be presented in narrative form and statistical matter in tabular form. |
