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

Schedule 3: Matters which must be stated in a Prospectus in addition to those specified in the Act

Part III: Matters which must be stated in a Prospectus under Section 148(1)(b) of the Act

 

 

36) Name, address and incorporation

The name and address of the registered office and of the transfer office, and, if an external company, or a body corporate incorporated outside the Republic, the country in which it is incorporated.

 

37) Description of business

If there has been a material change in the nature of the activities of the company since the issue of its last financial statements, then a general description of the business carried on by the company and any subsidiary.

 

38) Directors

The names of the directors of the company.

 

39) Secretary

The name, address and professional qualifications, if any, of the secretary of the company.

 

40) Purpose of the offer

A statement of the purpose of the offer, giving reasons why it is considered necessary for the company to raise the capital offered. If it is the intention to acquire a business undertaking or property, a brief history of such business undertaking or property must be given, including-

a) particulars of any such business undertaking or property purchased or acquired or proposed to be purchased or acquired by the company or its subsidiary, the purchase price of which is to be defrayed in whole or in part out of the proceeds of the issue;
b) the amount, if any, paid or payable as purchase money in cash or shares, for any such business undertaking or property as aforesaid, specifying the amount, if any. payable for goodwill ;
c) the name and address of any vendor;
d) the amount payable in cash or shares to any vendor and, where there is more than one vendor or the company is a sub-purchaser, the amount so payable to each vendor.

 

41) Share capital of the company

Particulars of the share capital-

a) 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;
b) if consisting of shares of no par value, the stated capital, the number of shares issued and held in reserve and classes of shares;
c) 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;
d) the number of founders' and management or deferred shares, if any, and any special rights attaching thereto.

 

42) Previous issues of debentures

Where debentures are offered-

a) the aggregate amount raised before the date of the offer by the issue of debentures which have not been redeemed;
b) particulars of debentures issued during the preceding period of two years, specifying the classes of debentures, whether secured or unsecured and, if secured, the property comprising the security;
c) any material outstanding loans.

 

43) Options or preferential rights in respect of shares

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, including, in regard to the option or right, particulars of-

a) the period during which it is exercisable;
b) the price to be paid for shares subscribed for under it;
c) the consideration given or to be given for it;
d) the names and addresses of the persons to whom it was given, other than existing shareholders as such or to employees under a bona fide staff option scheme;
e) if given to existing shareholders as such, material particulars thereof; and
f) any other material fact or circumstance concerning the granting of such option or right.

 

44) Material contracts

The dates and nature of, and the parties to, every material contract entered into by the company or its subsidiary, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or its subsidiary or a contract entered into more than two years before the date of the prospectus, and a reasonable time and place at which any such contract or a copy thereof may be inspected.

 

45) Interest of directors
a) Full particulars of the nature and extent of any material interest, direct or indirect, of every director in any property proposed to be acquired by the company or its subsidiary out of the proceeds of the issue, and, where the interest of such director consists in being a member of a partnership, company, syndicate or other association of persons, the nature and extent of the interest of such partnership, company, syndicate or other association, and the nature and extent of such director's interest in the partnership, company, syndicate or other association.
b) Full particulars of the nature and extent of any material interest, direct or indirect, of every director in the property acquired or proposed to be acquired by the company or its subsidiary during the three years preceding the date of the prospectus.
c) A statement of all sums paid or agreed to be paid within the three years preceding the date of the prospectus to any director or to any company in which he is beneficially interested or of which he is a director, or to any partnership, syndicate or other association of which he is a member, in cash or shares or otherwise, by any person either to induce him to become or to qualify him as a director, or otherwise for services rendered by him or by the company, partnership, syndicate or other association in connection with the promotion or formation of the company.

 

46) Commissions paid or payable in respect of underwriting

In respect of the issue, the amount, or the nature and extent of any consideration, paid or payable as commission to any person (including a sub-underwriter who is a director or officer of the company) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions for any shares of the company which are being issued in terms of the prospectus, the name, occupation and address of each such person, particulars of the amounts which each has underwritten and the rate of the commission payable for such underwriting to such person; and if such a person is a company, the names of the directors of such company and the nature and extent of any interest, direct or indirect, in such company of any director or other officer of the company in respect of which the prospectus is issued.

 

47) Particulars of the offer
a) 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.
b) 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; and
iv) other conditions of the offer.

 

48) Time and date of the opening and of the closing of the offer
The time and date of the opening and of the closing of the subscription lists of the offer.

 

49) Statement where an offer is not underwritten

In the event of the offer not being underwritten, a statement by the directors of the manner in which, and the sources from which, any shortfall in the amount proposed to be raised by means of the offer is to be financed.

 

50) Report by directors as to material changes

A report by the directors of the company setting out any material change in the state of the affairs of the company or its subsidiary which may have taken place between the last date to which the interim reports or the annual financial statements were made out and the date of the prospectus.

 

51) Report by auditor where business undertaking is to be acquired

If the proceeds, or any part of the proceeds, of the issue of the shares are to be applied, directly or indirectly, in the purchase of any business undertaking, a report made by an auditor (who shall be named in the prospectus) upon-

a) the profits or losses of the business undertaking in respect of each or the five financial years preceding the date of the prospectus; and
b) the assets and liabilities of the business undertaking at the last date to which the financial statements of the business undertaking were made out.

 

52) Report by auditor where body corporate will become a subsidiary

If the proceeds or any part of the proceeds of the issue of the shares are to be applied, directly or indirectly, in any manner resulting in the acquisition by the company or its subsidiary of shares of any other body corporate by reason of which or of anything to be done in consequence thereof or in connection therewith, that body corporate will become a subsidiary of the company, a report made by an auditor (who shall be named in the prospectus) upon-

a) the profits or losses of the other body corporate in respect of each of the five financial years preceding the date of the prospectus; and
b) the assets and liabilities of the other body corporate at the last date to which the annual financial statements of the body corporate were made out.

 

53) The said report shall-
a) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company and what allowance would have fallen to be made, in respect of assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired; and
b) where the other body corporate has a subsidiary or, had it been a company in terms of the Act, would have had a subsidiary, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiary and such other body corporate as would have been its subsidiary if it had been a company in terms of the Act, in the manner provided by paragraph 25 (3) in relation to the company and its subsidiary.

 


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