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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

88. Partial Offers

 

 

See section 117(1)(h)(i), 119(6), 120 and 125

 

(1) A partial offer is exempt from compliance with Part B and Part C of Chapter 5 of the Act and this Chapter—
(a) if—
(i) when making the offer, the offeror beneficially holds securities of a class entitling the offeror to exercise less than the prescribed percentage of voting rights; and
(ii) the offer is limited to a number of the relevant securities; and
(iii) if the offer is successfully completed, the offeror will still be able to exercise less than the prescribed percentage of voting rights; or
(b) if—
(i) when making the offer, the offeror holds securities entitling the offeror to exercise voting rights equal to or in excess of the prescribed percentage, but less than 100% of the voting rights; and
(ii) the offer is made for less than all the remaining securities of the class; and
(iii) if the offer is successfully completed, the offeror would still be able to exercise less than 100% of the voting rights.

 

(2) In sub-regulation (3), "partial offer percentage" means the percentage of securities of a particular class, which must be less than 100 percent of those securities, that the offeror offers to acquire on a pro rata basis from all holders of that class of securities.

 

(3) If, in response to a partial offer, a holder of securities tenders a number of securities—
(a) equal to or less than the partial offer percentage, the offeror must accept the tender in full; or
(b) greater than the partial offer percentage, the offeror must accept—
(i) that number of securities in full equal to the partial offer percentage; and
(ii) part or all of the excess tendered balance accepted on an equitable basis, provided that the aggregate of the acceptances shall not exceed the partial offer percentage.