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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                                                  Related Sections

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                                                  Related Notes

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                                                  Related Forms

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