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

The Securities Regulation Code on Takeovers and Merge

The Code

Section M. Timing And Revision

Rule 30. Revision

 

 

30.1) Offer open for 21 days after revision

 

Save with the consent of the Panel, an offer if revised, shall be kept open for at least 21 days following the date on which the revised offer document is posted. Subject to such consent, no document revising the offer may therefore be posted within the 21 days ending on the last day the offer may become unconditional as to acceptances.

 

30.2) No increase statements

 

If statements in relation to the value or type of consideration such as "the offer will not be further increased" or "our offer remains at x cents per share and it will not be raised" ("no increase statements") are included in documents sent to holders of relevant securities of the offeree company, or are made by or on behalf of an offeror, its directors, officers or advisers, and not withdrawn immediately if incorrect, then only in exceptional circumstances will the offeror be allowed subsequently to amend the terms of its offer in any way even if the amendment would not result in an increase of the value of the offer except where the right to do so has been specifically reserved.

 

30.3) Entitlement to revised consideration

 

If an offer is revised, all holders of relevant securities who accepted the original offer shall be entitled to the revised consideration.

 

30.4) New conditions for increased or improved offers

 

Subject to the prior consent of the Panel, and only to the extent necessary to implement an increased or improved offer, the offeror may introduce new conditions.