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

Companies Regulations, 2011

Chapter 5 : Fundamental Transactions and Takeover Regulations

Part E : Takeover Panel Procedures

118. Consultations and Rulings

 

 

(1) Any person may approach the Panel through the Executive Director in accordance with section 201.

 

(2) Advice given by the Executive Director during a consultation shall not constitute a Ruling of the Executive Director and as such shall not be binding on the panel and cannot be used by any party in any manner.

 

(3) A Ruling may be made by the Executive Director upon written application, or after a hearing.

 

(4) In exercising the power to make a ruling, the Executive Director must—
(a) follow the principle of audi alteram partem, unless it is fair, reasonable and justifiable to do otherwise; and
(b) respect confidentiality, except to the extent that the circumstances require otherwise.

 

(5) Rulings will be given on the assumption that all information considered or provided is correct and complete.

 

(6) Rulings may be formally withdrawn by the Executive Director or the Takeover Special Committee, in writing, if any information considered or provided proves to be incomplete or incorrect or if the parties by agreement applies that the ruling should be withdrawn.

 

(7) If the Executive Director determines that a Ruling should be made available to the public—
(a) the Executive Director may require publication of a notice within a specified time stating that the Ruling has been placed on the Panel website;
(b) the Ruling is suspended until the required notice has been published; and
(c) if the person directed to publish the notice fails to do so within the specified time, the Executive Director may procure publication of the notice at the expense of that person.

 

(8) Any person issued with a Ruling may apply to the Takeover Special Committee for a hearing regarding the Ruling within—
(a) 5 business days after receiving that Ruling; or
(b) such longer period as may be allowed by the Committee on good cause shown.

 

(9) After considering any representations by the applicant and any other relevant information, the Takeover Special Committee may confirm, modify or cancel all or part of a Ruling.

 

(10) If the Takeover Special Committee confirms or modifies all or part of a Ruling, the applicant must comply with that Ruling as confirmed or modified, within the time period specified in it.

 

(11) A decision by  the Takeover Special Committee in terms of this regulation is binding, subject to any right of review or appeal by a court.