Chapter 4: Offerings of Company Securities
Part C: Items required to be included in a prospectus
R57: Name, address and incorporation
- (1) Section 1, Paragraph 1 of every prospectus must set out the following information with respect to the company whose securities are being offered:
- (a) The name of the company, and its registration number;
- (b) The address of the company's registered office, and
- (i) the address of the company's primary place of carrying on business in the Republic, if different from its registered office; and
- (ii) the address of the office of its transfer agent, if any; and
- (c) The date of incorporation of the company.
- (2) If the company is a foreign company, in addition to the information required by sub-regulation (1), Section 1, Paragraph 1 of a prospectus must also set out-
- (a) the name of the foreign jurisdiction in which it was incorporated; and
- (b) the date-
- (i) and registration number of the company's registration within the Republic as an external company in terms of section 23, if it carries on business within the Republic; or
- (ii) on which the foreign company filed its Memorandum of Incorporation and list of directors, in terms of section 99 (1)(b).
- (3) In addition to the requirements set out in sub-regulation (1), and (2) if applicable, in any prospectus contemplated in regulation 56, if the company whose securities are being offered is-
- (a) a subsidiary, the first paragraph of section 1 of the prospectus must also include-
- (i) the name of its holding company; and
- (ii) the address of the registered office of its holding company; or
- (b) a holding company, the first paragraph of section 1 of the prospectus must also include, the name, date and place of incorporation of each of its subsidiaries.
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