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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

55. Specific matters to be addressed in a prospectus for a limited offer

 

 

If a prospectus—

(a) offers unlisted securities of a company that are in all respects uniform with previously issued securities of the same company; and
(b) sets out an offer that is being made only to existing holders of that company's securities, irrespective of whether the offer includes a right to renounce in favour of other persons,

the prospectus must include all of the material information concerning the offer, set out in separate sections and paragraphs, in the following order:

 

Section 1 - Information about the company whose securities are being offered

 

A separate enumerated paragraph for each topic described in regulations 57 to 64, to the extent that the regulation applies to the offer, using the relevant regulation heading as the paragraph title.

 

Section 2 - Information about the offered securities

 

A separate enumerated paragraph for each topic described in regulations 70 to 72, to the extent the regulation is applicable to the offer, using the relevant regulation heading as the paragraph title.

 

Section 3 - Statements and Reports relating to the offer

 

A separate enumerated paragraph for each topic described in regulations 74 to 78, to the extent that the regulation is applicable to the offer, using the relevant regulation heading as the paragraph title.

 

Section 4 - Additional material information

 

Separate enumerated paragraphs as required to address any material information relating to the offer, not contemplated in sections 1, 2 or 3 above.

 

Section 5 - Inapplicable or immaterial matters

 

A list setting out those regulation numbers and headings contemplated in the outline for Sections 1, 2 or 3 above that are not applicable in the circumstances of the offer.