Companies Act, 1973 (Act No. 61 of 1973)

The Securities Regulation Code on Takeovers and Mergers

The Code

Section B. Definitions

3. Additional Definitions
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The following additional definitions which are to apply unless the context otherwise indicates have been formulated for the purpose of these Rules:

 

"the Act"

means the Companies Act, No. 61 of 1973, as amended;

 

"business day"

means a day on which The Stock Exchange is open for the transaction of business;

 

"Code"

means these Rules, including the Introduction, Definitions and General Principles;

 

"concert party"

means any person acting in concert with any other person in relation to an affected transaction;

 

"equity share capital" and "equity shares",

in relation to a company, mean its issued share capital and shares, excluding any part thereof which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution (see these definitions in section 1 of the Act), and "equity securities capital", "equity capital" and "equity securities" shall bear corresponding meanings;

 

"holder"

means the direct or indirect holder of securities, and "holding" shall bear a corresponding meaning;

 

"non-voting securities"

means securities other than voting securities, and

 

"non-voting shares"

shall bear a corresponding meaning;

 

"offer"

includes, an offer in respect of an affected transaction, however effected;

 

"offer period"

means the period from the time when an announcement is made of a proposed or possible offer (with or without terms) until the first closing date or, if this is later, the date when such offer becomes or is declared unconditional as to acceptances or lapses;

 

"pyramid company"-

a)for the purposes of these Rules a pyramid company is one:
i)which holds 50% or more of the equity securities capital of another company (the controlled company); and
ii)which derives more than 75% of its total attributable income before tax from such controlled company, or the shareholding of which in the controlled company represents more than 50% of its total assets;
b)notwithstanding the provisions of paragraph (a), the Panel may classify as a pyramid company any company which, in the opinion of the Panel, holds or acquires or proposes to acquire a shareholding in another company (the controlled company) which shareholding:
i)gives or will give it de facto control of the controlled company; and
ii)represents or will represent 50% or more of its total assets or produces or will produce 50% or more of its total attributable income before tax;

 

"reverse take-over"

means a securities exchange offer which results in the holder of the controlling interest in the offeree company becoming the holder of the controlling interest of the offeror on acceptance of the offer,

 

"rights over securities"

includes any rights acquired by a person by virtue of an agreement to purchase securities or an option to acquire securities or an irrevocable commitment to accept an offer for securities to be made by him;

 

"securities exchange offer"

means an offer in which the consideration includes securities of the offeror of any other party;

 

"scheme of arrangement"

means a compromise or arrangement between a company and its members or any class of them in terms of section 311 to 313 of the Act;

 

"The Stock Exchange"

means The Johannesburg Stock Exchange;

 

"voting securities"

means securities which carry voting rights, and "voting shares" and "voting rights" shall bear corresponding meanings; provided that non-voting securities which are convertible to voting securities shall be deemed to be voting securities, and preference shares which are not convertible into voting securities and which do not confer voting rights save in certain circumstances shall be deemed to be voting securities only during such time as such circumstances apply.