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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

78. Report by auditor where company will acquire a subsidiary

 

 

(1) This regulation applies only if the proceeds or any part of the proceeds of the issue of the securities are to be applied in any manner, whether directly or indirectly, resulting in the acquisition by the company or its subsidiary of securities of any other juristic person, with the direct or indirect result that the other juristic person will become a subsidiary of the company.

 

(2) In the circumstances contemplated in sub-regulation (1), Section 3, Paragraph 5 of every prospectus must comprise a report made by an auditor named in the prospectus on—
(a) the profits or losses of the other juristic person in respect of each of the 3 financial years preceding the date of the prospectus; and
(b) the assets and liabilities of the other juristic person at the last date to which the annual financial statements of the other juristic person were made out.

 

(3) The auditor's report required by sub-regulation (2) must indicate—
(a) how the profits or losses of the other juristic person would, in respect of the shares to be acquired, have concerned shareholders of the company; and
(b) what allowance would have fallen to be made, in respect of assets and liabilities so dealt with, for holders of other shares,

if the company had at all material times held the shares to be acquired.

 

(4) In addition to satisfying the requirements of sub-regulation (2), if the other juristic person has a subsidiary or, had it been a company it would have had a subsidiary, the auditor's report must also deal with the profits or losses and the assets and liabilities of the other juristic person and its subsidiary, or any other juristic person as would have been its subsidiary if it had been a company, in the manner provided by regulation 79 (3) in relation to the company and its subsidiary.