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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 5 : Fundamental Transactions, Takeovers and Offers

Part B : Authority of Panel and Takeover Regulations

117. Definitions applicable to this Part, Part C and Takeover Regulations



1) In this Part, Part C, and in the Takeover Regulations
a) ‘‘acquisition’’ includes an acquisition by a regulated company of its own securities as contemplated in section 48, but does not include the return of any securities of a regulated company to that company pursuant to the exercise of appraisal rights in terms of section 164;
b) ‘‘act in concert’’ means any action pursuant to an agreement between or among two or more persons, in terms of which any of them co-operate for the purpose of entering into or proposing an affected transaction or offer;
c) ‘‘affected transaction’’ means—
i) a transaction or series of transactions amounting to the disposal of all or the greater part of the assets or undertaking of a regulated company, as contemplated in section 112, subject to section 118(3);
ii) an amalgamation or merger, as contemplated in section 113, if it involves at least one regulated company, subject to section 118(3);
iii) a scheme of arrangement between a regulated company and its shareholders, as contemplated in section 114, subject to section 118(3);
iv) the acquisition of, or announced intention to acquire, a beneficial interest in any voting securities of a regulated company to the extent and in the circumstances contemplated in section 122(1);
v) the announced intention to acquire a beneficial interest in the remaining voting securities of a regulated company not already held by a person or persons acting in concert;
vi) a mandatory offer contemplated in section 123; or
vii) compulsory acquisition contemplated in section 124;
d) ‘‘Executive Director’’ means the person appointed under section 200;
e) ‘‘holder’’ includes a person who holds a beneficial interest in any securities of a regulated company;
f) ‘‘offer’’, when used as a noun, means a proposal of any sort, including a partial offer, which, if accepted, would result in an affected transaction other than such a transaction that is exempted in terms of section 118(3);
g) ‘‘offer period’’ means the period from the time when an announcement is made or ought to have been made, of a proposed or possible offer until the first closing date or, if later, the date when the offer becomes or is declared unconditional as to acceptances or lapses;
h) ‘‘partial offer’’ means an offer that, if fully accepted, would result in the offeror, alone or together with a related or inter-related person, or a person acting in concert with any of them, holding less than 100% of the voting securities of the company whose securities are the subject of the offer;
i) ‘‘regulated company’’ means a company to which this Part, Part C and the Takeover Regulations apply, as determined in accordance with section 118(1) and (2); and
j) ‘‘securities’’ has the meaning referred to in section 1, but does not include any instrument issued by a regulated company unless that instrument—
i) has associated with it the right to vote generally at a general shareholders meeting; or
ii) is convertible to a instrument that satisfies the criteria set out in subparagraph (i).


2) For the purposes of this Part, Part C and the Takeover Regulations, two or more related or inter-related persons are regarded to have acted in concert, unless there is satisfactory evidence that they acted independently in any particular matter.