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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

102. General timeline of offers

 

 

See section 119(1)(b)(ii)

 

(1) In this regulation, and in regulations 103 to 106, "general offer" means an offer contemplated in section 117 (1)(c)(v).

 

(2) An offeror's offer circular, or combined offer circular, must be posted within—
(a) 20 business days after the date of publication of a firm intention announcement; or
(b) such longer period allowed by the Executive Director, on good cause shown.

 

(3) The opening date of a general offer, mandatory offer or partial offer is the day after the date of posting of the offeror's offer circular, or combined offer circular, as the case may be.

 

(4) A general offer, mandatory offer or partial offer must remain open for at least 30 business days after the opening date.

 

(5) Subject to sub-regulations (6) and (7), a general offer, mandatory offer or partial offer must state—
(a) a closing date;
(b) an initial closing date, with a right to extend; or
(c) an objective method of determining the closing date.

 

(6) If the offeree regulated company is listed on an exchange, the closing date must be a Friday.

 

(7) With respect to an exchange timetable regarding offers, the closing date of an offer is also the last day to trade, and holders accordingly—
(a) are entitled to acquire securities up to and including the closing date of an offer; and
(b) are able to accept an offer in respect of all securities beneficially held, or acquired, up to and including the closing date of an offer.

 

(8) An offer relating to a Section 117 (1)(c)(i) disposal, Section 117 (1)(c)(ii) amalgamation or merger or Section 117 (1)(c)(iii) scheme of arrangement must state—
(a) an expected effective or operative date; or
(b) an objective method of determining the effective or operative date.

 

(9) Within 20 business days after an offeror offer circular has been posted, the independent board must post the offeree response circular.

 

(10) On the 45th business day after the day upon which a conditional general offer opened an announcement shall be made by no later than 16:30 as to whether the offer is unconditional as to acceptances, or has terminated.

 

(11) No announcement revising an offer consideration may be posted on or after the 45th business day after an offer has opened unless the offer is unconditional as to acceptances.

 

(12) The consideration must be settled within six business days after the later of—
(a) the offer being declared wholly unconditional; and
(b) acceptance thereof by a holder.

 

(13) An offer may not be implemented or given effect to until—
(a) a request has been made to the Panel for a compliance certificate; and
(b) the Panel has issued a compliance certificate.