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

Whenever an affected transaction occurs, then the person or persons who have acquired control of a company, or who acquire further securities in excess of the limits prescribed by the rules, shall unless the Panel rules otherwise, extend offers to the holders of any class of equity capital, whether voting or non-voting, and also to the holders of any class of voting non-equity capital of which such person or persons acting in concert with him are holders, to acquire their securities for the same or comparable consideration. Offers for different classes of equity capital shall be comparable and the Panel shall be consulted in advance in such cases.

Provided that for the purposes of this rule the limit prescribed shall be the acquisition in any period of 12 months of securities carrying more than 5% of the voting rights by the person or persons holding not less than the specified percentage but not more than 50% of the voting rights of a company.

Where any person or persons make a proposal or offer to the shareholders of any company, which on completion or implementation may result in an affected transaction, then such proposal or offer must comply with the Rules with regard to disclosure and conduct during the proposal or offer.

In addition to the person specified in Rule 8.1, each of the members of a group of persons acting in concert with him shall, according to the circumstances of the case, have the obligation to extend an offer.

An acquisition of securities which would give rise to a requirement for an offer under this Rule may be made notwithstanding the fact that if the making or implementation of such offer would or might be dependent on the passing of a resolution at any meeting of shareholders of the offeror or upon any other conditions, consents or arrangements provided that the aforegoing are clearly communicated to all relevant parties.

When directors of a company sell securities owned or controlled by them in that company to an identifiable purchaser as a result of which the purchaser is required to make an offer under this Rule, such directors shall stipulate as a condition of the sale that the purchaser undertakes to fulfil his obligations under the Rule. In addition, except with the consent of the Panel, such directors shall not resign from the board until the first closing date of the offer or the date upon which the offer becomes or is declared unconditional, whichever is the later.

Except with the consent of the Panel, no nominee of an offeror or persons acting in concert with it shall be appointed to the board of the offeree company, nor shall an offeror and persons acting in concert with it exercise the votes attaching to any securities held in the offeree company, until the offer document has been posted.

When the issue of new securities as consideration for an acquisition or a cash subscription would otherwise result in an obligation to make a mandatory offer under this Rule, the Panel will normally dispense with the obligation if there is a waiver thereof by a majority of independent votes at a meeting of the holders of relevant securities. The requirement for a mandatory offer will also be dispensed with, provided there has been a majority of independent votes at a properly constituted meeting of holders of relevant securities, in cases involving the underwriting of an issue of securities. The Panel may in its discretion grant a dispensation in cases where an underwriter incurs an obligation under this Rule unexpectedly, for example as a result of an inability to obtain sub-underwriters for all or part of his liability.

When a person or group of persons acting in concert may, as a result of such arrangements, come to control more than 45 % of the voting rights of the company (and so have the freedom to move to 50 % or more without incurring an obligation to make a mandatory offer under these Rules), the offer document shall contain specific and prominent reference to that possibility and to the fact that the holders of the controlling interest will be able to exercise their control and increase their overall interest without incurring any further obligation under Rule 8.1 to make a mandatory offer.

Notwithstanding the fact that, at a general meeting of the company, the issue of new securities is made conditional upon the prior approval of a majority of votes of the holders of the relevant securities independent of the transaction-

The Panel may dispense with the requirement of a mandatory offer where the approval of independent votes to the transfer of existing securities from one holder to another is obtained.