Chapter 5: Fundamental Transactions, Takeovers and Offers
Part C: Regulation of affected transactions and offers

s127: Prohibited dealings before and during an offer

  • (1) During an offer, or when one is reasonably in contemplation, an offeror or a person acting in concert with that offeror, must not:
    • (a) make arrangements with any holders of the relevant securities;
      • (b) deal in, or enter into arrangements to deal in, securities of the offeree regulated company; or
        • (c) enter into arrangements which involve acceptance of an offer,
        • if there are favourable conditions attached that are not being extended to all holders of the relevant securities.
        • (2) During an offer period, an offeror or a person acting in concert with that offeror must not:
          • (a) sell any securities in the offeree company, unless;
            • (i) the Panel has consented in advance to that sale;
              • (ii) the person selling those securities has given at least 24 hours notice to the public that sales of that type might be made, in the manner and form required by the Takeover Regulations; and
                • (iii) the sale is on the same terms and conditions as the offer; or
                • (b) acquire any securities in the offeree company after giving the notice contemplated in paragraph (a)(ii).
                • (3) If an offer has been announced or posted, but has not become or been declared unconditional, and has, as a result, subsequently been withdrawn or lapsed, then for a period of 12 months after the date on which the offer was withdrawn or lapsed, the offeror, any person who acted in concert with the offeror in the course of the original offer, or any person who is subsequently acting in concert with any of them, must not:
                  • (a) make an offer for the relevant securities of the offeree company; or
                    • (b) acquire any securities of the offeree company, if as a result of that acquisition, either the offeror or that person would be required to make a mandatory offer in terms of section 123.
                    • (4) Subsection (3) applies equally to a partial offer whether or not the offer has become or been declared unconditional, but the period of 12 months runs from that date on which that offer became or was declared to be unconditional, or is withdrawn or lapsed, as the case may be.
                      • (5) For a period of six months immediately following the later of the closing date of an offer, or the date on which the offer became unconditional:
                        • (a) the offeror;
                          • (b) any person who acted in concert with the offeror; or
                            • (c) any person who is subsequently acting in concert with a person contemplated in paragraph (a) or (b),
                            • must not make a second offer to any holder of securities of the target company, or acquire any interest in any such securities, on more favourable terms than those made under the original offer.

                            Related Sections

                            s123: Mandatory offers

                            Related Regulations

                            R81: Definitions
                            R82: Beneficial interests
                            R83: Effect of interests held by non-related persons
                            R84: Acting in concert
                            R85: Change in control
                            R86: Mandatory offers
                            R91: Application to private companies
                            R92: Information to offerors
                            R93: Solicitation campaigns
                            R94: Consensual negotiations
                            R95: Confidentiality and transparency
                            R96: Conditional offers
                            R97: Variation in offers
                            R99: The approach
                            R101: Firm intention announcement
                            R103: Extension of offers
                            R104: Revision of offers
                            R105: Offers becoming unconditional
                            R106: Circulars
                            R107: Appointments to board of offeree
                            R108: Duties of directors of offeree regulated companies
                            R109: Requisite knowledge of independent board members
                            R110: Independent board opinion
                            R111: Securities dealings, pricing, confirmations and general requirements
                            R112: Acquisition of own securities by offeree
                            R113: Re-investment
                            R115: Waivers
                            R116: General authority of Panel
                            R118: Consultations and Rulings
                            R119: Procedure before the Executive Director and Takeover Special Committee at hearing
                            R120: Reviews
                            R121: Reporting to Panel
                            R122: Panel services, fees and levies

                            Related Notes

                            No related note.

                            Related Forms

                            TRP84: Declaration of coming into or out of concert
                            TRP121.1: Notice of acquisition or disposal of securities