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


Companies Regulations, 2011

Chapter 5 : Fundamental Transactions and Takeover Regulations

Part A : Interpretation and Application

91. Application to Private Companies


(1) The minimum percentage to be prescribed in terms of section 118 (2) is 10 %.


(2) For the purposes of Part B and Part C of Chapter 5 of the Act and this Chapter—
(a) the percentage prescribed in sub-regulation (1) is to be applied—
(i) at the time of each qualifying transfer, excluding any transfers between or among related or inter-related persons;
(ii) taking account of the number of securities transferred compared to the number of securities in issue, excluding any securities of a holding company held its by subsidiaries; and
(iii) aggregating all such transfers immediately before effecting an affected transaction; and
(b) a buy back of securities by a company that are cancelled is not a transfer.