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

The Securities Regulation Code on Takeovers and Mergers

The Code

Section E. Dealings and Restrictions on the Acquisition of Securities and Rights over Securities

Rule 6. Consequences of Certain Dealings
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6.1)Immediate Announcement required if the Offer has to be Amended

 

Acquisitions of offeree company securities by an offeror or any person acting in concert with it may give rise to obligations under Rule 5 (requirement to increase offer), or Rule 8 (mandatory offer) or Rule 9 (cash offer). Immediately after such an acquisition, an appropriate announcement shall be made. Whenever practicable, the announcement shall also state the number of securities acquired and the consideration therefor.

 

6.2)Dealings by Concert Parties of the Offeror during an Offer Period

 

Any person who manages an investment account and who is a concert party of the offeror shall make prompt disclosure to the Panel of dealings during the offer period in securities of the offeror or offeree company.

 

When obligations under, or infringements of, the above-mentioned rules could arise, the persons concerned shall consult the Panel before dealing in securities of an offeror or the offeree company. The Panel may determine whether or not disclosure, as prescribed in Rule 7.1 (a), is required.

 

6.3)Change of Control in Respect of Pyramid Companies

 

Where a change in control takes place and the offeree company is a pyramid company, the offeror shall make a comparable offer to the holders of the relevant securities of the controlled company, unless at the time of the creation of pyramid company the holders of the relevant securities in the controlled company were offered relevant securities in the pyramid company in proportion to their holdings in the controlled company on the same terms as applicable to the holders of the controlling interest in such controlled company.