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


Companies Regulations, 2011

Chapter 5 : Fundamental Transactions and Takeover Regulations

Part B : General Rules Respecting Negotiations and Offers

95. Confidentiality and Transparency


(1) All negotiations between an independent board and an offeror must be kept confidential.


(2) Confidentiality must be observed before a cautionary announcement, or a firm intention announcement, containing "price sensitive information" is made.


(3) An independent board should disclose as much detailed information as soon as possible concerning an offer.


(4) An independent board must do all things necessary to satisfy itself that an offeror is able to perform in terms of an offer.


(5) An independent board must ensure that all material changes to previously announced specific information concerning an offer is immediately announced.


(6) Price sensitive information may be provided to select persons on a confidential basis.


(7) If there a leak of price sensitive information, or a reasonable suspicion that such a leak has occurred, that information must immediately be disclosed in a cautionary announcement.


(8) In order for any incorrect statement made in relation to an offer to not become enforceable or binding, the statement must immediately be repudiated by all reasonable means by the person or persons who made it.