Chapter 5: Fundamental Transactions and Takeover Regulations
Part D: Duties and conduct of offeree and directors

R113: Re-investment

  • (1) In terms of section 119(6), the Panel may grant an exemption from the application of section 127(1) to the extent required to allow a re-investment alternative of the consideration offered ("re-investment consideration") only to specific directors and management of an offeree regulated company if-
    • (a) a fair and reasonable opinion from an independent expert has been obtained stating that the re-investment consideration is fair and reasonable to the independent shareholders of the offeree regulated company; and
      • (b) a majority vote of independent shareholders of the offeree regulated company has been obtained in general meeting.
      • (2) An independent board must establish and disclose any benefits offered to any offeree regulated company director or employee by an offeror.

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