Companies Act, 1973 (Act No. 61 of 1973)Chapter V: Share capital, Acquisition by Companies of own Shares, Shares, Allotment and Issue of Shares, Members and Register of Members, Debentures, Transfers, and Restrictions on Offering Shares for SaleAcquisition by Companies of own Shares87. Procedure of acquisition of certain shares by company |
| 1) | Save as is provided in subsection (2), a company that proposes to acquire shares issued by it shall- |
| a) | deliver or mail a copy of the written offering circular in the prescribed form, to each registered shareholder on record as at the date of the offer in such manner as may be provided in the articles of the company for the sending of any notice of a meeting of shareholders, stating the number and the class or kind of its issued shares which the company proposes to acquire, and specifying the term and reasons for the offer; |
| b) | lodge a copy of the offering circular with the Registrar within 15 days of the date that it is delivered or mailed to the shareholders of the company. |
| 2) | The provisions of subsection (1) shall not apply- |
| a) | if, and to the extent that, the shares are acquired by special resolution passed in terms of section 85(1) and the approval by such special resolution is a specific approval contemplated in section 85(2); |
| b) | in the case of a company whose shares are listed on a stock exchange within the Republic, to the acquisition by that company of shares in terms of transaction effected on such stock exchange in accordance with the rules and listing requirements of that exchange. |
| 3) | The provisions of sections 160, 161, 162 and 163 shall apply mutatis mutandis to all documents issued in terms of subsection (1). |
| 4) | Where in response to any offer to acquire shares, the shareholders propose to dispose of a greater number of shares than the company offered to acquire, the company shall acquire from all of the shareholders who offered to sell, pro rata as nearly as possible disregarding fractions: Provided that this subsection shall not apply to the acquisition of shares in terms of transactions effected on a stock exchange within the republic. |
| 5) | A company that acquires shares issued by it shall notify the Registrar within 30 days of the date of the acquisition in the prescribed form of the date, number and class of shares that it has acquired. |
| 6) | A stock exchange within the Republic may, in addition to any requirements contained in this Act, determine further requirements with which a company whose shares are listed on such exchange shall comply prior to such company acquiring its own shares. |