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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

87. Comparable offers

 

 

See section 125(2)

 

(1) In addition to any other circumstances contemplated in section 125 (2), a comparable offer must be made if—
(a) a mandatory offer has been required in terms of section 123, including a mandatory offer that is required to be made as a result of a reacquisition of securities in terms of section 48 or section 114; and
(b) the offeree regulated company has more than one class of security in issue, which are required to be dealt with in terms of section 125.

 

(2) Comparable offers are required for all classes of issued security that have voting rights or could have voting rights in the future, including options.

 

(3) All schemes that are cash settled and have no present or future voting rights associated with them, such as cash settled phantom schemes and cash settled share participation rights schemes, which for settlement purposes, are dependent on a future security price or value of securities (which are the subject of an offer), must be taken account of and treated on an equitable basis, relative to the classes of security that are subject to a comparable offer.

 

(4) The offer consideration(s) in a comparable offer is to be determined by the offeror taking account of the class of security to which the comparable offer is to be made.

 

(5) The fair and reasonable opinion given by the independent expert and the independent board opinion regarding the comparable offer must have the same opinions regarding fairness and reasonableness as the respective fair and reasonable opinions given by the independent expert and the independent board regarding the offer which gave rise to the comparable offer.