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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

57. Name, address and incorporation

 

 

(1) Section 1, Paragraph 1 of every prospectus must set out the following information with respect to the company whose securities are being offered:
(a) The name of the company, and its registration number;
(b) The address of the company's registered office, and
(i) the address of the company's primary place of carrying on business in the Republic, if different from its registered office; and
(ii) the address of the office of its transfer agent, if any; and
(c) The date of incorporation of the company.

 

(2) If the company is a foreign company, in addition to the information required by sub-regulation (1), Section 1, Paragraph 1 of a prospectus must also set out—
(a) the name of the foreign jurisdiction in which it was incorporated; and
(b) the date—
(i) and registration number of the company's registration within the Republic as an external company in terms of section 23, if it carries on business within the Republic; or
(ii) on which the foreign company filed its Memorandum of Incorporation and list of directors, in terms of section 99 (1)(b).

 

(3) In addition to the requirements set out in sub-regulation (1), and (2) if applicable, in any prospectus contemplated in regulation 56, if the company whose securities are being offered is—
(a) a subsidiary, the first paragraph of section 1 of the prospectus must also include—
(i) the name of its holding company; and
(ii) the address of the registered office of its holding company; or
(b) a holding company, the first paragraph of section 1 of the prospectus must also include, the name, date and place of incorporation of each of its subsidiaries.