Chapter 4: Public Offerings of Company Securities
Part None: None
s96: Offers that are not offers to public
- (1) An offer is not an offer to the public:
- (a) if the offer is made only to;
- (i) persons whose ordinary business, or part of whose ordinary business, is to deal in securities, whether as principals or agents;
- (ii) the Public Investment Corporation as defined in the Public Investment Corporation Act, 2004 (Act No. 23 of 2004);
- (iii) a person or entity regulated by the Reserve Bank of South Africa;
- (iv) an authorised financial services provider, as defined in the Financial Advisory and Intermediary Services Act, 2002 (Act No. 37 of 2002);
- (v) a financial institution, as defined in the Financial Services Board Act, 1990 (Act No. 97 of 1990);
- (vi) a wholly-owned subsidiary of a person contemplated in subparagraph (iii), (iv) or (v), acting as agent in the capacity of an authorised portfolio manager for a pension fund registered in terms of the Pension Funds Act, 1956 (Act No. 24 of 1956), or as manager for a collective investment scheme registered in terms of the Collective Investment Schemes Control Act, 2002 (Act No. 45 of 2002); or
- (vii) any combination of persons contemplated in paragraphs (i) to (vi);
- (b) if the total contemplated acquisition cost of the securities, for any single addressee acting as principal, is equal to or greater than the amount prescribed in terms of subsection (2)(a);
- (c) if it is a non-renounceable offer made only to;
- (i) existing holders of the company's securities; or
- (ii) persons related to existing holders of the company's securities; or
- (d) if it is a rights offer that satisfies the prescribed requirements, and;
- (i) an exchange has granted or has agreed to grant a listing for the securities that are the subject of the offer; and
- (ii) the rights offer complies with any relevant requirements of that exchange at the time the offer is made;
- (e) if the offer is made only to a director or prescribed officer of the company, or a person related to a director or prescribed officer, unless the offer is renounceable in favour of a person who is not a director or prescribed officer of the company or a person related to a director or prescribed officer;
- (f) if it pertains to an employee share scheme that satisfies the requirements of section 97; or
- (g) if it is an offer, or one of a series of offers, for subscription, made in writing, and;
- (i) no offer in the series is accompanied by or made by means of an advertisement and no selling expenses are incurred in connection with any offer in the series;
- (ii) the issue of securities under any one offer in the series is finalised within six months after the date that the offer was first made;
- (iii) the offer, or series of offers in aggregate, is or are accepted by a maximum of fifty persons acting as principals;
- (iv) the subscription price, including any premium, of the securities issued in respect of the series of offers, does not exceed, in aggregate, the amount prescribed in terms of subsection (2)(a); and
- (v) no similar offer, or offer in a series of offers, has been made by the company within the period prescribed in terms of subsection (2)(b) immediately before the offer, or first of a series of offers, as the case may be.
- (2) The Minister, by notice in the Gazette, may prescribe:
- (a) a value of not less than R100 000, to be the minimum value for the purposes of subsection (1)(b) and the maximum value for the purposes of subsection (1)(g)(iv); and
- (b) a minimum period for the purposes of subsection (1)(g)(v), which must not be less than six months.
Related Sections
s97: Standards for qualifying employee share schemes
Related Regulations
R45: Time periods and threshold values
R50: Rights offers in respect of listed securities
Related Notes
No related note.
Related Forms
No related forms.