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

The Securities Regulation Code on Takeovers and Mergers

The Code

Section J. Documents from the Offeror and the Offeree Board

Rule 23. Documents to be available for Inspection

 

 

Except with the consent of the Panel, copies of the documents contemplated in paragraphs (a) to (e) below shall be made available for inspection from the time the offer document or offeree board circular, as appropriate, is published until the end of the offer period. The offer document or offeree board circular shall state which documents are so available and the place in Johannesburg and at the registered office of the company if this is not in Johannesburg where inspection can be made.

a) Where a profit forecast has been made-
i) the reports of the auditors or reporting accountants (Rule 25.3);
ii) the letters giving the consents of the auditors or reporting accountants, and appropriate external valuers to the issue of the relevant document with the report in the form and context in which it is included or, if appropriate, to the continued use of the report in a subsequent document (Rules 25.4 and 25.5);
b) Where an asset valuation has been made-
i) the valuation certificate and associated report or a schedule containing details of the aggregate valuation (Rule 26.3);
ii) a letter stating that the valuer has given and not withdrawn his consent to the publication of his valuation certificate in the form and context in which it is included in the relevant document.
c) Any document evidencing an irrevocable commitment to accept an offer or any arrangement, undertaking or agreement of the kind referred to in Rule 21.11.
d) The memorandum and articles of association of the offeree company, and where there is a securities exchange offer, also of the offeror company.
e) The annual financial statements of the offeree company, and, where there is a securities exchange offer, also of the offeror company for the last four completed financial years in respect of which audited annual financial statements have been issued.

 


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