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Companies Act, 2008 (Act No. 71 of 2008)

Companies Regulations, 2011

Chapter 5 : Fundamental Transactions and Takeover Regulations

Part A : Interpretation and Application

83. Effect of interests held by non-related persons

 

 

(1) There are no consequences in terms of the Part B and Part C of Chapter 5 of the Act or this Chapter, if a transaction involves only—
(a) a person with a non-controlling beneficial interest in a regulated company, acting alone; or
(b) two or more unrelated persons who individually own non-controlling beneficial interests in a regulated company and are not acting in concert.

 

(2) If a person contemplated in sub-regulation (1) acquires control of a previously unrelated person, they become related persons.

 

(3) If two previously unrelated persons become related, as contemplated in sub-regulation (2), and their aggregated interests in the regulated company are equal to or exceed the prescribed percentage of voting rights in the regulated company—
(a) an affected transaction has occurred; and
(b) one of the related persons must make a mandatory offer, and if necessary, comparable offers, to the holders of the remaining securities of the regulated company.