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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

89. Fundamental Transactions

 

 

See sections 112(3), 113(5) and 116(1)(a) and (3)

 

(1) A notice of a shareholders meeting to consider a special resolution, contemplated in section 112 (3) or 113 (5), must be published to the shareholders of the company concerned, and delivered to them in accordance with regulation 7.

 

(2) A notice to creditors contemplated in section 116 (1)(a) must be published to the known creditors of the company concerned, and delivered to them in accordance with regulation 7.

 

(3) A Notice of Amalgamation or Merger contemplated in section 116 (3) must be in Form CoR89.

 

(4) If an amalgamation or merger, as defined in section 1, results from—
(a) the acquisition by one company of all or the greater part of the assets or undertaking of a second company, as contemplated in sections 112 and 117(1)(c)(i), any provision of this Chapter applicable to such an acquisition applies equally to that amalgamation or merger; or
(b) a scheme of arrangement, as contemplated in section 114 and 117(1)(c)(iii), any provision of this Chapter applicable to such a scheme of arrangement applies equally to that amalgamation or merger.