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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

103. Extension of offers

 

 

(1) A general offer, mandatory offer or partial offer may be extended—
(a) by an announcement made before the initial closing date and time of the offer; but
(b) only if—
(i) the right to do so has been specifically reserved in the offeror offer circular or combined circular and
(ii) that right has not subsequently been withdrawn by the offeror.

 

(2) If "no extension statements" in relation to an offer are included in any announcement, circular or statement by or on behalf of an offeror, its directors or equivalent, or its advisers, and not withdrawn immediately if incorrect, then the offer may not subsequently be extended.

 

(3) An offeror is not entitled to extend a general offer after the 45th business day after the opening of that general offer, irrespective of whether the offer consideration is revised, or not.

 

(4) An general offer contemplated in sub-regulation (3) terminates unless—
(a) it has been declared unconditional as to acceptance before midnight on the 45th business day after the opening of the offer;
(b) the independent board has consented to an extension; or
(c) a firm intention of a competing offer has been announced.

 

(5) If a firm intention of a competing offer has been announced, as contemplated in subregulation (4)(c), the original offeror will be entitled from time to time to extend the time periods of its offer to coincide with the time periods applicable to the competing offeror's offer.