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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

105. Offers becoming unconditional

 

 

(1) When an offer becomes unconditional as to acceptances, the offeror must announce that fact within one business day, and the announcement must include the total number and percentage of securities—
(a) for which acceptances have been received; and
(b) which are held by the offeror at that time.

 

(2) A holder who has accepted a general offer may withdraw that acceptance, by notice in writing delivered to the offeror, if the general offer—
(a) has not been declared wholly unconditional by midnight on the 65th business day after it opened;
(b) has been declared unconditional as to acceptances; and
(c) still remains subject to other conditions.

 

(3) Subject to sub-regulation (4), a holder who has withdrawn an acceptance, as contemplated in sub-regulation (2), may again accept the general offer in the manner provided in terms of that offer at any time before the closing date of the general offer, unless the general offer has been terminated.

 

(4) A person may not withdraw acceptance and subsequently re-accept a particular offer more than once.

 

(5) After a general offer, mandatory offer or partial offer has become unconditional in all respects—
(a) the offer must be announced as being unconditional, within one business day; and
(b) the now unconditional offer must remain open for at least 10 business days after the announcement required by paragraph (a).