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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 an affected 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.

[Section 122(1) substituted by section 60(a) of the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (Act No. 22 of 2022), GG47802, dated 29 December 2022 - effective 1 April 2023 per Proclamation Notice 109(b)(i), GG47805, dated 31 December 2022]

 

(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) 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.

 

(3A) An affected company that has received a notice in terms of this section must file a record of that notice with the Commission, in the prescribed form and containing the prescribed information and within the prescribed period after having received that notice.

[Section 122(3A) inserted by section 60(b) of the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (Act No. 22 of 2022), GG47802, dated 29 December 2022 - effective 1 April 2023 per Proclamation Notice 109(b)(i), GG47805, dated 31 December 2022]

 

(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.

 

(5)        The prescribed requirements referred to in subsection (3A) must be prescribed after consultation with the Minister of Finance and the Financial Intelligence Centre, established by section 2 of the Financial Intelligence Centre Act, 2001 (Act No. 38 of 2001).

[Section 122(5) inserted by section 60(c) of the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (Act No. 22 of 2022), GG47802, dated 29 December 2022 - effective 1 April 2023 per Proclamation Notice 109(b)(i), GG47805, dated 31 December 2022]

 

(6)        The Commission must maintain a register of the information contained in the notices contemplated in subsection (3A).

[Section 122(6) inserted by section 60(c) of the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (Act No. 22 of 2022), GG47802, dated 29 December 2022 - effective 1 April 2023 per Proclamation Notice 109(b)(i), GG47805, dated 31 December 2022]