Regulations > The Securities Regulation Code on Takeovers and Mergers > Securities Regulation Panel Schedule of Fees and Charges > Securities Regulation Panel Schedule of Fees and Charges

1)	The services provided by the Panel fall into the following categories :

1.1)	Providing information and advice of a preliminary and general nature on the provisions of Chapter XVA of the Act and the Rules;

1.2)	consultations, interviews and advice or rulings on written or oral submissions requesting guidance or rulings on compliance with the Rules, or with the requirements of the Panel, in specific matters;

1.3)	examination of documents submitted for the Panel's approval;

1.4)	hearings, including appeals;

1.5)

other.

2)	The fees chargeable (exclusive of Value-Added Tax) for the several categories of service referred to above are as follows:

2.1)	No fees will be charged for these services;

2.2)	the fees for these services shall be at the rate of R700 per hour or part thereof;

2.3)	the fees for these services shall depend upon the value of the offer, or in the case of a disposal in terms of section 228 of the Act, the value of the disposal according to the scale set out below:

Value of offer/disposal	Charge
R million	R
Up to 10	10 000
Over 10 to 25	14 000
Over 25 to 50	27 500
Over 50 to 100	50 000
Over 100 to 250	75 000
Over 250 to 500	100 000
Over 500 to 1000	125 000
Over 1000	175 000

Note: When the charge falls to be calculated on the basis of the value of securities to be issued as consideration, it shall be computed by reference to the ruling market price of the relevant securities of the Stock Exchange on the business day immediately prior to the announcement of the firm intention of offer/disposal or, as the case may be, by reference to the estimate of the value of any unlisted securities consideration offered.

When there are alternative offers, the alternative with the highest value will be used to calculate the value of the offer/disposal.Offers for all classes of securities will be included in the calculation of the value of the offer.

2.4)

2.4.1)

for hearings before the Executive Director alone, the fees shall be at the rate of R700 per hour or part thereof;

2.4.2)

for hearings before members of the Panel, the fees shall be at the rate of R2 075 per hour or part thereof plus an additional R700 per hour or part thereof in respect of each member in excess of three hearing the matter;

2.5)

the fees for other services shall be determined by the Executive Director or the members of the Panel dealing with the matter, as the case may be. by reference to the fees chargeable for that category of service which, in the opinion of the Executive Director or such members, is closest in character to the services in the matter under consideration:
Provided that for as long as the provisions of Rule 2.1 of the Rules under sections 440C (4)(a), (b), (c) and (f) of the Companies Act, 1973 (Act No. 61 of 1973), as amended, remain in operation, the scale of fees in respect of companies which have not paid or timeously paid such fixed proportion of the annual subscriptions referred to in that Rule, shall be at the rate of 200 per cent of the above fees.

To the fees as aforesaid there may be added the cost of serving any subpoenas, the cost of recording the proceedings, the cost of any expert engaged by the Panel and any other necessary or desirable disbursements incurred in connection with the particular matter. The word "fees" as used in this Schedule shall, unless the context indicates otherwise, be deemed to include all such costs.

4)	Fees shall be paid –

4.1)	in the case of services referred to in paragraph 1.2, by the party requesting the service;

4.2)	in the case of services referred to in paragraph 1.3, by the party submitting the documents;

4.3)

in the case of services referred to in paragraph 1.4, by the applicant or appellant, but subject to a discretion on the part of the Executive Director, the relevant committee or the Panel, as the case may be to order any other party involved in the application or appeal to pay the fees or to make a contribution in respect thereof;

4.4)	in the case of services referred to in paragraph 1.5, and in cases where it is uncertain which party is to bear the fees, by the party or parties who, in the opinion of the Panel, should pay such fees or part thereof on equitable grounds.

Notwithstanding anything to the contrary herein contained, minority holders of securities in an offeree company who consult the Panel, or make application for a ruling in opposition to the terms of an offer or the manner in which the offer is submitted by the offeror or is handled by the board of the offeree company, shall not be liable for fees for services under paragraphs 1.2, 1.3 or 1.4 of this Schedule: Provided that the minority shareholders who have participated in such action may be ordered jointly and severally to pay such fees if, in the opinion of the Executive Director or committee concerned or the Panel, they have in taking any such action acted vexatiously or unreasonably.

6)	The Panel may in its discretion waive or reduce any fees.

7)	Copies of the Rules may be obtained from the Panel at a charge of R100 per copy, with a further charge of R150 per annum for the updating service.