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.