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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 15. The Use of Proxies and other Authorities in Relation to Acceptances

 

 

An offeror shall not require the holder of relevant securities of the offeree company, as a term of his acceptance of an offer to appoint a particular person as his proxy to vote in respect of those securities or to appoint a particular person to exercise any other rights or take any other action in relation to those securities unless the appointment is on the following terms, which shall be set out in the offer document:

a) The proxy may not vote, the rights may not be exercised and no other action may be taken unless the offer is wholly unconditional or, in the case of voting by the proxy, it will become wholly unconditional or lapse immediately upon the outcome of the resolution in question;
b) where relevant, the votes are to be cast as far as possible to satisfy any outstanding condition of the offer;
c) the appointment ceases to be valid if the acceptance is withdrawn; and (d) the appointment applies only to securities in respect of which there is an acceptance of the offer.