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


Companies Regulations, 2011

Chapter 5 : Fundamental Transactions and Takeover Regulations

Part D : Duties and Conduct of Offeree and Directors

113. Re-investment


(1) In terms of section 119 (6), the Panel may grant an exemption from the application of section 127 (1) to the extent required to allow a re-investment alternative of the consideration offered ("re-investment consideration") only to specific directors and management of an offeree regulated company if—
(a) a fair and reasonable opinion from an independent expert has been obtained stating that the re-investment consideration is fair and reasonable to the independent shareholders of the offeree regulated company; and
(b) a majority vote of independent shareholders of the offeree regulated company has been obtained in general meeting.


(2) An independent board must establish and disclose any benefits offered to any offeree regulated company director or employee by an offeror.