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

Companies Regulations, 2011

Chapter 4 : Offerings of Company Securities

Part C : Items required to be included in a Prospectus

54. General statement of required information

 

 

(1) Every prospectus must include—
(a) all material information relating to the securities being offered including, but not limited to, the information specifically required in this Part; and
(b) a narrative statement setting out—
(i) the extent to which, and manner in which, the company has applied the principles of the King Report and Code; and
(ii) the reasons for any instance of not applying the recommended principles in the King Report and Code.

 

(2) If it is the intention to acquire a business undertaking or property with the capital raised by the offering, the prospectus must include a brief history of that business undertaking or property, including—
(a) particulars of each business undertaking or property purchased or acquired, or proposed to be purchased or acquired by the company or any subsidiary of the company, if any part of the purchase price of that business undertaking or property is to be defrayed out of the proceeds of the issue;
(b) the amount, if any, paid or payable in cash or securities for any such business undertaking or property, specifying the amount, if any, paid for goodwill;
(c) the name and address of the vendor of the business undertaking or property; and
(d) if there is more than one vendor, the amount payable in cash or securities to each vendor.

 

(3) If the offer is not being underwritten, the prospectus must either—
(a) include a statement by the directors setting out the manner in which, and the sources from which, any shortfall in the amount proposed to be raised by means of the offer is to be financed; or
(b) state that the offer is conditional on the raising of the specified minimum amount.