An offer of shares in relation to an offer for subscription for or sale of any shares, shall not be construed as an offer to the public-
| a) | if the offer is made to- |
| i) | a bank registered or provisionally registered in terms of the Banks Act, 1990 (Act No. 94 of 1990); or |
| ii) | a mutual bank registered or provisionally registered in terms of the Mutual Banks Act, 1993 (Act No. 124 of 1993); or |
| iii) | a long-term insurer as defined in the Long-term Insurance Act, 1998 (Act No. 52 of 1998), or a short-term insurer as defined in the Short-term Insurance Ac5 1998(Act No. 53 of 1998), which is acting as principal, and also to a wholly owned subsidiary of such bank, mutual bank or insurer when it acts as agent in the capacity of authorised portfolio manager for a pension fund registered in terms of the Pension Funds Act, 1956 (Act No. 24 of 1956), or as manager for a collective investment scheme registered in terms of the Collective Investment Schemes Control Act, 2002 (Act No. 45 of 2002); |
| b) | if the offer for subscription is of such a nature that the total acquisition cost of the shares for a single addressee acting as principal is at least R100 000 or such higher amount as the Minister may, by notice in the Gazette, determine in order to counter the effect of inflation; |
| c) | if it is a single once-off offer for subscription and the offer is accepted by a maximum of fifty persons acting as principals: Provided that— |
| i) | the aggregate subscription price (including any premium) of the shares so issued does not exceed R100 000 or such higher amount as the Minister may, by notice in the Gazette, determine in order to counter the effect of inflation; |
| ii) | the issue of the shares shall be finalised within six months from the date the offer was first made; |
| iii) | the offer shall be in writing; |
| iv) | particulars of the offer shall be lodged in the prescribed manner with the Registrar for registration prior to the offer being made; and |
| v) | the offer shall not be accompanied by or made by means of an advertisement and no selling expenses shall be incurred in connection with the offer; |
| d) | if it is a non-renounceable offer for the subscription of shares and the offer is made only to existing shareholders or debenture holders of that company; |
| e) | if it is a rights offer; or |
| f) | if the offer is made to any director or officer of the company, or any close relative of such director or officer: Provided that the original offer shall for purposes of this Chapter be an offer to the public if the offer is renounceable in favour of a person who is not a director or officer of the company or close relative of such director or officer. |
| g) | if it is an employee share scheme as contemplated in section 144A. |
