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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

58. Directors, other office holders, or material third parties

 

 

(1) In this regulation, a reference to directors, proposed directors or prescribed officers of a company includes any person holding one or more material contracts to perform any executive function for the company.

 

(2) Section 1, Paragraph 2 of every prospectus must set out the following information with respect to the directors, proposed directors and prescribed officers of the company whose securities are being offered:
(a) The names, occupations and business addresses of the directors and proposed directors of the company (specifying any who hold, or are proposed to hold, a prescribed office in the company), and prescribed officers of the company, and their nationalities, if not South African; and
(b) The name and business address of the company's—
(i) auditors;
(ii) attorney, banker, stockbroker, and underwriter, if any; and
(iii) company secretary, together with the company secretary's professional qualifications.

 

(3) In addition to the requirements of sub-regulation (2), in any prospectus contemplated in regulation 56, Section (1), Paragraph 2 must also set out the following information:
(a) the term of office for which any director, proposed director or prescribed officer has been or is to be appointed, the manner in which, and terms on which, any proposed director will be appointed, and particulars of any right held by any person relating to the appointment of any director;
(b) particulars of any remuneration or proposed remuneration of the directors or proposed directors in their capacity as directors, managing directors or in any other capacity, whether or not determined by the Memorandum of Incorporation or by the company or any subsidiary;
(c) any borrowing powers of the company, or any subsidiary, exercisable by the directors, the manner in which any such borrowing powers may be varied, and the extent to which any such borrowing powers have been exceeded or varied, or both, during the immediately preceding three years; and
(d) if the business of the company or any subsidiary, or any part thereof is managed or is proposed to be managed by a third party under a contract—
(i) the name and business address (or the address of its registered office, if a juristic person) of the third party;
(ii) a description of the business so managed or to be managed; and
(iii) a summary statement of the basis on which that person will be compensated by the company for performing those services.