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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

114. Sales during an offer period

 

 

(1) The Panel must not give consent for sales by an offeror, or by persons acting in concert with the offeror, of offeree regulated company securities that are the subject of a mandatory offer during the offer period.

 

(2) The Panel may give consent for sales only if—
(a) an offer, other than a mandatory offer, is being made; and
(b) the sale is not considered to be price manipulative, and is considered justified in the circumstances.

 

(3) Proposed sales that have been consented to by the Panel must be made at the offer price.

 

(4) The Panel must require notice of any proposed sales, during an offer period, that it has consented to, which notice must be published at least 24 hours in advance of selling, and must state—
(a) the name of the offeror, or any person(s) acting in concert with the offeror, who proposes to sell;
(b) the number or maximum number of securities that may be sold;
(c) the price, including a ratio arising from a securities swap, at which the number or maximum number of securities will be sold, or alternatively, a statement that the price, including a ratio arising from a securities swap, at which the securities are sold, will constitute the relevant offer price if an offer is made;
(d) that neither the offeror nor any persons acting in concert with the offeror may acquire any securities in the offeree regulated company concerned during the offer period other than as contemplated in an offer subject to Part B and Part C of Chapter 5 of the Act and this Chapter; and
(e) that an announcement or announcements will be made detailing the number and price, including a ratio arising from a securities swap, of securities sold, within 24 hours of any such sale being effected.