Companies Act, 1973 (Act No. 61 of 1973)The Securities Regulation Code on Takeovers and MergersRules under Sections 440C(4)(a), (b), (c) and (f) of Act No. 61 of 1973, as amended1. Administration of the Panel |
| 1) | The Panel shall appoint a Deputy Chairman to act as Chairman when the latter is not available. |
| 2) | Subject to any directions by the Panel the day to day business of the Panel shall be administered by the Executive Director who shall have full powers to administer the Code and these regulations and to make rulings and give decisions. |
| 3) | The same powers may also be exercised by the Executive Committee appointed under section 440B(12) of the Act. |
| 4) | The Panel shall open and maintain a bank account. |
| 5) | The financial affairs of the Panel shall be subject to audit and an annual financial report shall be submitted by it to the Minister and published. |
| 6) | The Securities Regulation Code on Take-Overs and Mergers (the Code) shall be administered by the Panel. The Executive Committee and the Executive Director respectively shall have full powers to make rulings and decisions under the Code, subject to the right of appeal provided in the Code. |
| 7) | In any matters arising under the Code the Executive Director or members of the Panel charged with making any ruling or decision may consult the Chairman. |
| 8) | Should any member of the Panel, charged with any other members with the duty of making a ruling or decision in any matter arising under the Code, become unable to complete that duty, the remaining members shall continue without him, and, if necessary for the purposes of maintaining a quorum, such member shall be replaced by another member designated by the Executive Director in consultation with the Chairman. |
| 9) | The location of the Panel and its offices shall be in Johannesburg, but where appropriate, the Panel or the Executive Committee or the Executive Director may hear matters at any other place. |
| 10) | Hearings of matters under the Code shall be held in camera unless otherwise directed by the Executive Director, or the Chairman of the body hearing the matter, as the case may be. |
| 11) |
| a) | Should a hearing of any matter (other than an appeal) by the Panel or the Executive Committee or any meeting of the Panel or the Executive Committee be required, the Executive Director, in consultation with the Chairman, shall convene the necessary meeting for which a quorum shall be five members in the case of the Panel and three members in the case of Executive Committee. |
| b) | In appeals the appellant shall be responsible for preparing and delivering at least 24 hours before the hearing 7 copies of all relevant documents, and to each of the other parties one copy thereof provided that this requirement may be waived. |
| c) | Should a deadlock occur in the decision of any matter, the Chairman of the body hearing it shall have a casting vote or, depending on the importance of the matter, may request the Chairman of the Panel to order a rehearing before a different or enlarged body of members. |
| 12) | Where deemed necessary a record of the proceedings or part of the proceedings in any matter may be made. |
| 13) | The Panel may engage any suitably qualified person to assist it in any investigation or hearing. |
| 14) | A summons under section 440D(2) of the Act, whether in respect of a hearing into an affected transaction or an investigation into an allegation of insider trading shall be in the form of a direction to the person summoned to attend before the Panel or the Executive Committee or Executive Director upon the days and at the times fixed in such summons. |
| 15) | Service of a summons shall be by delivery at or by registered post addressed to the residence or place of business of the addressee, or by the Sheriff of the Division of the Supreme Court having jurisdiction at either such place. Where there is urgency or difficulty in effecting service, other forms of service appropriate to the requirements may be used, including telegrams, cables, telexes, telefaxes and telephone messages. |
| 16) | Where the Panel or any committee thereof makes a ruling on the payment of the Panel's fees and charges by any party, the party in whose favour such ruling is made may have the amount thereof determined by taxation by the Executive Director. |
| 17) | Any decision to enforce the Code and on the procedure to be adopted shall be in the discretion of the Panel. |
| 18) | The services of the Executive Director and the Panel, depending on the urgency of the matter, will be available after normal office hours. |