Companies Act, 1973 (Act No. 61 of 1973)The Securities Regulation Code on Takeovers and MergersThe CodeSection J. Documents from the Offeror and the Offeree BoardRule 20. General Obligations and Responsibilities |
| 20.1) | Standards of care |
Each document issued to holders of relevant securities or advertisement in connection with an offer shall, as in the case of a prospectus, satisfy the highest standards of accuracy and the information contained therein shall be adequately and fairly presented. This applies whether it is issued directly by the company or by an adviser on its behalf.
| 20.2) | The general obligation as to information |
Holders of relevant securities shall be given sufficient information and advice to enable them to reach a properly informed decision as to the merits or demerits of an offer. Such information shall be available to holders of relevant securities early enough to enable them to make a decision in good time.
| 20.3) | Responsibility for documents |
| a) | Each document issued to holders of relevant securities in connection with an offer and all advertisements published in respect thereof, in which there is a material expression of opinion shall state that the offeror and/ or, where appropriate, the directors of the offeree company, accept responsibility for the information contained in the document or advertisement and that to the best of their knowledge and belief(having taken all reasonable care to ensure that such is the case) the information contained in the document or advertisement is in accordance with the facts and, where appropriate, that it does not omit anything likely to affect the import of such information. |
| b) | If it is proposed that any director shall be excluded from such a statement, the omission and the reasons for it shall be stated in the document or advertisement. |