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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

104. Revision of offers

 

 

(1) An offer consideration may be revised only by announcing—
(a) an increase in the original announced offer consideration; or
(b) an alternate consideration to the original announced offer consideration.

 

(2) A revised offer consideration announcement contemplated in sub-regulation (1) must—
(a) comply with the content requirements of a firm intention announcement; and
(b) be posted to the offeree regulated company's relevant holders.

 

(3) If an offer consideration is revised, the offer must remain open for at least 15 business days after the date on which the revised offer consideration is announced.

 

(4) If an offer consideration is revised, all holders of relevant securities who have accepted the initial offer consideration are entitled to revise their initial acceptance and elect to receive the revised offer consideration.

 

(5) An independent board must announce a response to a revised offer consideration announcement within five business days, setting out in detail its opinion, and the opinion of its independent expert, concerning the revised offer consideration and any other details the board considers to be pertinent.

 

(6) If "no increase 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circular or statement by or on behalf of an offeror, its directors or equivalent, or its advisers, and not withdrawn immediately if incorrect, then the offer consideration may not subsequently be increased.

 

(7) For the purpose of sub-regulation (6), "no increase statements" in relation to the offer consideration includes, but is not limited to, a statement that—
(a) "the offer consideration will not be further increased"; or
(b) "our offer consideration remains at x cents per security and it will not be raised".