Companies Act, 1973 (Act No. 61 of 1973)The Securities Regulation Code on Takeovers and MergersThe CodeSection D. The Approach, Announcements and Independent AdviceRule 3. Appropriate External Advice |
| 3.1) | Board of the offeree company |
The board of the offeree company shall obtain appropriate external advice on any offer as to how it affects all holders of securities, including specifically, where applicable, minority holders of securities, and the substance of such advice shall be made known to holders of relevant securities in the offeree company in a form and manner approved by the Panel.
| 3.2) | Board of an offeror company |
The board of an offeror company shall obtain competent independent advice on any offer when the offer being made is a reverse take-over or when the directors are faced with a conflict of interest. The substance of such advice shall be made known to holders of relevant securities in the offeror company in a form and manner approved by the Panel.
| 3.3) | Disqualified Advisers |
The Panel will not regard as an appropriate external adviser:
| a) | any person who is not a practising member of an appropriate professional body or association; or |
| b) | to the board of the offeree company and, where applicable, its minority shareholders, any person who holds any office or appointment in or in relation to the offeror; or |
| c) | to the board of the offeror company, any person who holds any office or appointment in or in relation to the offeree company; or |
| d) | any person who has any material conflict of interest in respect of the offer: Provided that this Rule may be relaxed in appropriate cases with the approval of the Panel and on such conditions as it may impose. |
Where the advice concerned is given by an external adviser who has an interest and that interest does not give rise to a material conflict of interest or the Rule has been relaxed on the terms set out above, the nature and extent of that interest shall be disclosed in a form and manner approved by the Panel in the Offer Documents issued in terms of Rule 21 or the Offeree Board Circulars issued in terms of Rule 22, as the case may be.
| 3.4) | Second Opinions |
Notwithstanding any prior approval given by the Panel, the Panel may at any time either itself or in response to written representations by holders of relevant securities require the appointment by either or both of the offeror and the offeree company of further appropriate external advisers approved by the Panel to report on the offer concerned in the same form and manner as required in terms of 3.1 and 3.2 and subject to 3.3.