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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

67. Property acquired or to be acquired

 

 

(1) ln this regulation, "property" means immovable property or any other fixed asset that—
(a) is material to a company's business, and
(b) the purchase price of which—
(i) is to be defrayed in whole or in part out of the proceeds of the issue; or
(ii) is to be, or was within the preceding 3 years, paid in whole or in part—
(aa) by the issue of securities of the company or any subsidiary; or
(bb) out of the funds of the company or its subsidiary, whether in cash or securities; or
(c) the purchase or acquisition of which has not been completed at the date of the prospectus, and the nature of the title or interest therein acquired or to be acquired by the company or any subsidiary.

 

(2) Section 1, Paragraph 11 of a prospectus contemplated in regulation 56 must set out particulars of—
(a) any property purchased or acquired by the company, or a subsidiary of the company, or proposed to be purchased or acquired;
(b) the consideration given, or to be given, for the acquisition of any such property, specifying the value payable for goodwill, if any;
(c) the names and addresses of the vendors and the consideration received or to be received by each;
(d) brief particulars of any transaction relating to the property completed within the preceding 3 years in which any vendor of the property to the company or any subsidiary or any person who is or was at the time of the transaction a promoter or a director or proposed director of the company had any interest, direct or indirect; and
(e) particulars of the price at which any property that is immovable, or an option over immovable property, was purchased or sold within 3 years immediately before the date of the prospectus, if any promoter or director had any interest, directly or indirectly, in a transaction, or any promoter or director was a member of a partnership, syndicate or other association of persons that had such an interest, with the dates of any such purchases and sales and the names of any such promoter or director, and the nature and extent of that interest.

 

(3) In applying this regulation—
(a) if any vendor is a partnership, each member of the partnership is not to be regarded as a separate vendor; and
(b) for the purposes of sub-regulation (2)(e), shares of a company, the major asset of which is immovable property, must be regarded as being immovable property.