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

Companies Regulations, 2011

Chapter 5 : Fundamental Transactions and Takeover Regulations

Part D : Duties and Conduct of Offeree and Directors

109. Requisite knowledge of independent board members

 

 

Each member of an independent board and, where applicable, an independent board of an offeror, must—

(a) take all reasonable steps to receive all necessary information to reach a fully informed opinion concerning an offer and prepare it for relevant securities holders;
(b) meet with any appointed adviser to be briefed on all details of the offer, including the offer mechanism, terms, conditions and other relevant information;
(c) while respecting regulatory timetables, allow sufficient time to discharge all duties and responsibilities, and resist haste and pressured time deadlines; and
(d) become properly informed of the offeree regulated company's value per security or, where applicable, the offeror company's value per relevant security.