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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

127. Prohibited dealings before and during an offer

 

 

1) During an offer, or when one is reasonably in contemplation, an offeror or a person acting in concert with that offeror, must not—
a) make arrangements with any holders of the relevant securities;
b) deal in, or enter into arrangements to deal in, securities of the offeree regulated company; or
c) enter into arrangements which involve acceptance of an offer,

if there are favourable conditions attached that are not being extended to all holders of the relevant securities.

 

2) During an offer period, an offeror or a person acting in concert with that offeror must not—
a) sell any securities in the offeree company, unless—
i) the Panel has consented in advance to that sale;
ii) the person selling those securities has given at least 24 hours notice to the public that sales of that type might be made, in the manner and form required by the Takeover Regulations; and
iii) the sale is on the same terms and conditions as the offer; or
b) acquire any securities in the offeree company after giving the notice contemplated in paragraph (a)(ii).

 

3) If an offer has been announced or posted, but has not become or been declared unconditional, and has, as a result, subsequently been withdrawn or lapsed, then for a period of 12 months after the date on which the offer was withdrawn or lapsed, the offeror, any person who acted in concert with the offeror in the course of the original offer, or any person who is subsequently acting in concert with any of them, must not—
a) make an offer for the relevant securities of the offeree company; or
b) acquire any securities of the offeree company, if as a result of that acquisition, either the offeror or that person would be required to make a mandatory offer in terms of section 123.

 

4) Subsection (3) applies equally to a partial offer whether or not the offer has become or been declared unconditional, but the period of 12 months runs from that date on which that offer became or was declared to be unconditional, or is withdrawn or lapsed, as the case may be.

 

5) For a period of six months immediately following the later of the closing date of an offer, or the date on which the offer became unconditional—
a) the offeror;
b) any person who acted in concert with the offeror; or
c) any person who is subsequently acting in concert with a person contemplated in paragraph (a) or (b),

must not make a second offer to any holder of securities of the target company, or acquire any interest in any such securities, on more favourable terms than those made under the original offer.