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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

97. Variation in offers

 

 

(1) The offeror and its concert parties must obtain the approval of an amended offer, as a partial offer, by the independent holders of more than 50% of the general voting rights of all issued securities of the offeree regulated company if—
(a) the offeror's original offer, or partial offer in terms of section 125 (3) of the Act—
(i) was subject to any other conditions; and
(ii) if successfully implemented, would result in a beneficial interest entitling an offeror and its concert parties to either—
(aa) exercise voting rights exceeding the prescribed percentage for the first time; or
(bb) exercise all voting rights of a particular class of security or all voting rights of all securities issued not already held, if voting rights exceeding the prescribed percentage were held before the offer; and
(b) the offer has been amended through any other conditions being varied by a regulatory authority, and that variation requires or permits the acquisition of a lesser beneficial interest than originally included in the offer.

 

(2) If the approval required by sub-regulation (1) is not obtained—
(a) the offeror and its concert parties must, within three months, dispose of that number of relevant securities that will reduce their beneficial interest voting rights to—
(i) a level less than the prescribed percentage; or
(ii) the beneficial interest level that existed before the original offer was made, and
(b) during the three month period of disposal referred to in paragraph (a), the offeror and its concert parties are entitled to exercise only the voting power that does not exceed the levels contemplated in paragraph (a).