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

Companies Regulations, 2011

Chapter 5 : Fundamental Transactions and Takeover Regulations

Part C : Announcements and Offers

101. Firm intention announcement

 

 

(1) A firm intention announcement is an announcement that must be made when a mandatory offer is required or when an offeror has communicated a firm intention to make an offer and is ready, able and willing to proceed with the offer.

 

(2) When a firm intention announcement has been made, the offeror must proceed with the offer.

 

(3) A firm intention announcement must be made immediately when—
(a) the board of the offeree regulated company has received a formal written offer; or
(b) a mandatory offer is required to be made in terms of Section 122 (1), read with Section 123.

 

(4) The responsibility for making a firm intention announcement under—
(a) sub-regulation (3)(a) rests with the independent board, failing which, with Panel approval, it rests with the offeror; or
(b) sub-regulation (3)(b) rests with the offeror.

 

(5) Each firm intention announcement must state—
(a) that the offeror, and where appropriate, the independent board, accepts responsibility for the information contained in the firm intention announcement;
(b) that to the best of their respective knowledge and belief, the information is true; and
(c) where appropriate, that the firm announcement does not omit anything likely to affect the importance of the information.

 

(6) If it is proposed that any director will be excluded from a statement required by sub-regulation (5), the omission, and the reasons for it, must be stated in the firm intention announcement.

 

(7) A firm intention announcement must contain the following information:
(a) the identity of the offeror and any concert parties;
(b) the terms of the offer, including, but not limited to—
(i) the type of offer proposed and mechanics of implementation;
(ii) the class or classes of securities affected;
(iii) the consideration offered, and if the offer is for securities, the consideration offered per security, for each class;
(iv) pro forma earnings and asset value per offeree regulated company security, if the offer consideration consists wholly or partly in offeror securities;
(v) any conditions as to acceptance, or other conditions of the offer;
(vi) details of the cash guarantee or cash confirmation provided to the Panel in conformity with regulation 111(4);
(vii) confirmation that the offeror has sufficient securities available to settle any consideration payable in securities, or has a condition as to acceptance regarding an increase of authorised share capital; and
(viii) estimated offeror offer circular or combined circular posting date, and where known, other pertinent dates relating to the offer;
(c) if known, the details of any beneficial interest in the offeree regulated company—
(i) held or controlled, directly or indirectly—
(aa) by the offeror;
(bb) by any person(s) acting in concert with the offeror; or
(cc) by any other person in respect of which the offeror has received an irrevocable commitment to accept or vote in favour of the offer;
(ii) in respect of which the offeror holds an option to purchase; or
(iii) in respect of which any person acting in concert with the offeror holds an option to purchase.