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

Companies Regulations, 2011

Chapter 5 : Fundamental Transactions and Takeover Regulations

Part B : General Rules Respecting Negotiations and Offers

92. Information to offerors

 

 

(1) If an offeree company or potential offeree company has given any information, including particulars of holders of relevant securities, to a preferred offeror or potential offeror, the offeree company must, on request, give the same information equally and as promptly to a less welcome, but bona fide, offeror or potential offeror.

 

(2) The directors of an offeree regulated company are entitled to—
(a) require that a less welcome potential offeror contemplated in sub-regulation (1) demonstrate its good faith by requiring the less welcome potential offeror to give equivalent information concerning the less welcome potential offeror to the offeree company, at the same time the information is to be furnished by the offeree regulated company; and
(b) determine whether any approach is on a nominee basis for either an undisclosed ultimate offeror or an undisclosed ultimate indirect beneficial owner.

 

(3) If an approach is on a nominee basis, as contemplated in sub-regulation (2)(b ), the undisclosed ultimate offeror or indirect beneficial owner, as the case may be, is the less welcome potential offeror.