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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

59. History, state or affairs and prospects of company

 

 

(1) In this regulation, "material" has the meaning set out in section 1, having particular regard to a company's history of profits or losses, or assets employed or to be employed.

 

(2) Section 1, Paragraph 3 of every prospectus—
(a) contemplated in regulation 55 must set out a general description of the business carried on or to be carried on by the company and any material subsidiary and, if the company or any such subsidiary carries on or proposes to carry on more than one material business, information as to the relative importance of each such business, but only to the extent that there has been a material change in the nature of the company's activities since it last issued an annual financial statement; or
(b) contemplated in regulation 56 must set out a general description of the business carried on or to be carried on by the company and any material subsidiary and, if the company or any such subsidiary carries on or proposes to carry on more than one material business, information as to the relative importance of each such business.

 

(3) In addition to the requirements of sub-regulation (2)(b), Section 1, Paragraph 3 of every prospectus contemplated in regulation 56 must also set out the following information with respect to the company whose securities are being offered:
(a) The general history of the company and any material subsidiary stating, among other things—
(i) the length of time during which the business of the company, and of any such subsidiary, has been carried on; and
(ii) the date on which the company became a public company.
(b) Details of any material change in the business of the company during the past 3 years.
(c) The opinion of the directors, stating the grounds for that opinion, as to the prospects of the business of—
(i) the company;
(ii) any subsidiary of the company; and
(iii) any subsidiary or business undertaking to be acquired or intended to be acquired within one year following the date of the prospectus.
(d) A general description giving a fair presentation of the state of affairs of—
(i) the company; and
(ii) any material subsidiary, including—
(aa) its issued securities, with details of the shares held by the holding company, and the date on which it became a subsidiary; and
(bb) its main business.
(e) The situation, area and tenure of the principal immovable property held or occupied by the company and any subsidiary including, in the case of leasehold property, the rental and unexpired term of the lease.
(f) A statement of the estimated commitments, if any, of the company or a material subsidiary, for the purchase, construction or installation of buildings, plant or machinery, the estimated date of completion and the commencement of the operational use thereof; and
(g) with respect to the company particulars for each of the preceding 3 years of—
(i) its turnover;
(ii) its profits or losses before and after tax;
(iii) any dividends that have been paid;
(iv) the amount of dividends paid in cents per share; and
(v) the dividend cover for each year.

 

(4) If the company is a holding company, the information required by sub-regulation (3)(g) must be presented either—
(a) for the company in consolidated form; or
(b) separately for the company and each of its subsidiaries.