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

Chapter 5 : Fundamental Transactions, Takeovers and Offers

Part C : Regulation of affected transactions and offers

122. Required disclosure concerning certain share transactions

 

 

1) A person must notify a regulated company in the prescribed manner and form within three business days after that person—
a) acquires a beneficial interest in sufficient securities of a class issued by that company such that, as a result of the acquisition, the person holds a beneficial interest in securities amounting to 5%, 10% , 15%, or any further whole multiple of 5%, of the issued securities of that class; or
b) disposes of a beneficial interest in sufficient securities of a class issued by a company such that, as a result of the disposition, the person no longer holds a beneficial interest in securities amounting to a particular multiple of 5% of the issued securities of that class.

 

2) The requirements set out in subsection (1) apply to a person irrespective of whether—
a) the person acquires or disposes of any securities—
i) directly or indirectly; or
ii) individually, or in concert with any other person or persons, or
b) the stipulated percentage of issued securities is held by that person alone, or in aggregate by that person together with any—
i) related or inter-related person; and
ii) person who has acted in concert with any other person.

 

3) A regulated company that has received a notice in terms of this section must—
a) file a copy with the Panel; and
b) report the information to the holders of the relevant class of securities unless the notice concerned a disposition of less than 1% of the class of securities.

 

4) For the purposes of this section—
a) when determining the number of issued securities of a class, a person is entitled to rely on the most recently published statement by the company, unless that person knows or has reason to believe that the statement is inaccurate; and
b) when determining the number of securities held by—
i) a person or persons contemplated in subsection (1)—
aa) to the extent that the person has the entire, or a partial or shared, beneficial interest in any securities, those interests must be aggregated, irrespective of the nature of the person’s interest; and
bb) any securities that may be acquired by the person if they exercised any options, conversion privileges or similar rights, are to be included; and
ii) any other person, any securities that may be acquired by that other person if they exercised any options, conversion privileges or similar rights, are to be excluded.