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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

73. Minimum subscription

 

 

(1) Section 2, Paragraph 4 of every prospectus contemplated in regulation 56 must state the minimum subscription contemplated in section 108 (2).

 

(2) In respect of any offer, the minimum subscription is the lower of—
(a) the full amount of the offer; or
(b) the amount, if any, determined by the company in terms of sub-regulation (3).

 

(3) The company may determine a minimum subscription value, being the amount that, in the opinion of the directors, must be raised by the issue of securities to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums required, in respect of each of the matters listed in sub-regulation (4).

 

(4) If the company has determined a minimum subscription value, as contemplated in sub-regulation (3), Section 2, Paragraph 4 of the prospectus must also set out—
(a) the purchase price of any property purchased or to be purchased, if any part of the purchase price is to be defrayed out of the proceeds of the issue;
(b) any preliminary expenses payable by the company, and any commission payable to any person as consideration for—
(i) agreeing to subscribe for any securities of the company; or
(ii) procuring or agreeing to procure subscriptions for any securities of the company;
(c) the repayment of any money borrowed by the company or any subsidiary in respect of any of the foregoing matters;
(d) the working capital, stating the specific purposes for which it is to be used and the estimated amount required for each such purpose;
(e) any other expenditure, stating the nature and purposes thereof and the estimated amount in each case; and
(f) the amounts, if any, to be provided in respect of the matters listed above otherwise than out of the proceeds of the issue, and the sources from which those amounts are to be provided.