Chapter 5: Fundamental Transactions and Takeover Regulations
Part C: Announcements and offers
R101: Firm intention announcement
- (1) A firm intention announcement is an announcement that must be made when a mandatory offer is required or when an offeror has communicated a firm intention to make an offer and is ready, able and willing to proceed with the offer.
- (2) When a firm intention announcement has been made, the offeror must proceed with the offer.
- (3) A firm intention announcement must be made immediately when-
- (a) the board of the offeree regulated company has received a formal written offer; or
- (b) a mandatory offer is required to be made in terms of Section 122 (1), read with Section 123.
- (4) The responsibility for making a firm intention announcement under-
- (a) sub-regulation (3)(a) rests with the independent board, failing which, with Panel approval, it rests with the offeror; or
- (b) sub-regulation (3)(b) rests with the offeror.
- (5) Each firm intention announcement must state-
- (a) that the offeror, and where appropriate, the independent board, accepts responsibility for the information contained in the firm intention announcement;
- (b) that to the best of their respective knowledge and belief, the information is true; and
- (c) where appropriate, that the firm announcement does not omit anything likely to affect the importance of the information.
- (6) If it is proposed that any director will be excluded from a statement required by sub-regulation (5), the omission, and the reasons for it, must be stated in the firm intention announcement.
- (7) A firm intention announcement must contain the following information:
- (a) the identity of the offeror and any concert parties;
- (b) the terms of the offer, including, but not limited to,-
- (i) the type of offer proposed and mechanics of implementation;
- (ii) the class or classes of securities affected;
- (iii) the consideration offered, and if the offer is for securities, the consideration offered per security, for each class;
- (iv) pro forma earnings and asset value per offeree regulated company security, if the offer consideration consists wholly or partly in offeror securities;
- (v) any conditions as to acceptance, or other conditions of the offer;
- (vi) details of the cash guarantee or cash confirmation provided to the Panel in conformity with regulation 111 (4);
- (vii) confirmation that the offeror has sufficient securities available to settle any consideration payable in securities, or has a condition as to acceptance regarding an increase of authorised share capital; and
- (viii) estimated offeror offer circular or combined circular posting date, and where known, other pertinent dates relating to the offer;
- (c) if known, the details of any beneficial interest in the offeree regulated company-
- (i) held or controlled, directly or indirectly-
- (aa) by the offeror;
- (bb) by any person(s) acting in concert with the offeror; or
- (cc) by any other person in respect of which the offeror has received an irrevocable commitment to accept or vote in favour of the offer;
- (ii) in respect of which the offeror holds an option to purchase; or
- (iii) in respect of which any person acting in concert with the offeror holds an option to purchase.
Related Regulations
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