Chapter 5: Fundamental Transactions, Takeovers and Offers
Part B: Authority of Panel and Takeover Regulations
s117: Definitions applicable to this Part, Part C and Takeover Regulations
- (1) In this Part, Part C, and in the Takeover Regulations:
- (a) ['acquisition'] includes an acquisition by a regulated company of its own securities as contemplated in section 48, but does not include the return of any securities of a regulated company to that company pursuant to the exercise of appraisal rights in terms of section 164;
- (b) ['act in concert'] means any action pursuant to an agreement between or among two or more persons, in terms of which any of them co-operate for the purpose of entering into or proposing an affected transaction or offer;
- (c) ['affected transaction'] means:
- (i) a transaction or series of transactions amounting to the disposal of all or the greater part of the assets or undertaking of a regulated company, as contemplated in section 112, subject to section 118(3);
- (ii) an amalgamation or merger, as contemplated in section 113, if it involves at least one regulated company, subject to section 118(3);
- (iii) a scheme of arrangement between a regulated company and its shareholders, as contemplated in section 114, subject to section 118(3);
- (iv) the acquisition of, or announced intention to acquire, a beneficial interest in any voting securities of a regulated company to the extent and in the circumstances contemplated in section 122(1);
- (v) the announced intention to acquire a beneficial interest in the remaining voting securities of a regulated company not already held by a person or persons acting in concert;
- (vi) a mandatory offer contemplated in section 123; or
- (vii) compulsory acquisition contemplated in section 124;
- (d) ['Executive Director'] means the person appointed under section 200;
- (e) ['holder'] includes a person who holds a beneficial interest in any securities of a regulated company;
- (f) ['offer'], when used as a noun, means a proposal of any sort, including a partial offer, which, if accepted, would result in an affected transaction other than such a transaction that is exempted in terms of section 118(3);
- (g) ['offer period'] means the period from the time when an announcement is made or ought to have been made, of a proposed or possible offer until the first closing date or, if later, the date when the offer becomes or is declared unconditional as to acceptances or lapses;
- (h) ['partial offer'] means an offer that, if fully accepted, would result in the offeror, alone or together with a related or inter-related person, or a person acting in concert with any of them, holding less than 100% of the voting securities of the company whose securities are the subject of the offer;
- (i) ['regulated company'] means a company to which this Part, Part C and the Takeover Regulations apply, as determined in accordance with section 118(1) and (2); and
- (j) ['securities'] has the meaning referred to in section 1, but does not include any instrument issued by a regulated company unless that instrument:
- (i) has associated with it the right to vote generally at a general shareholders meeting; or
- (ii) is convertible to a instrument that satisfies the criteria set out in subparagraph (i).
- (2) For the purposes of this Part, Part C and the Takeover Regulations, two or more related or inter-related persons are regarded to have acted in concert, unless there is satisfactory evidence that they acted independently in any particular matter.
Related Sections
s1: Definitions
s48: Company or subsidiary acquiring company's shares
s112: Proposals to dispose of all or greater part of assets or undertaking
s113: Proposals for amalgamation or merger
s114: Proposals for schemes of arrangement
s122: Required disclosure concerning certain share transactions
s123: Mandatory offers
s124: Compulsory acquisitions and squeeze out
s164: Dissenting shareholders appraisal rights
s200: Executive of Panel
Related Regulations
R82: Beneficial interests
R88: Partial offers
R90: Independent experts
Related Notes
No related note.
Related Forms
No related forms.