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

When a valuation of assets is given in connection with an offer, it shall be supported by the opinion of an appropriate external valuer.

This Rule applies not only to land, buildings and process plant and machinery but also to other assets, e.g. stocks, ships, aircraft, television rental contracts and individual parts of a business. Where such assets are involved, the Panel shall be consulted in advance.

In certain cases documents issued by the offeror or the offeree company will include statements of assets reproducing directors' estimates of asset values published with the company's accounts in accordance with the Fourth Schedule to the Act. The Panel will not regard such estimates as "given in connection with an offer" except where asset values are a particularly significant factor in assessing the offer and the estimates are, accordingly given considerably more prominence in the relevant documents than merely being referred to in a note to a statement of assets in an appendix.

A valuation shall state the effective date as at which the assets were valued and the professional qualifications and address of the valuer. If a valuation is not current, the valuer shall state that a current valuation would not be materially different. If this statement cannot be made, the valuation shall be updated.

The opinion of value shall be contained in the document containing the asset valuation.

The document shall also state that the valuer has given and not withdrawn his consent to the publication of his valuation certificate.

Where a valuation of assets is given in any document addressed to holders of relevant securities, the valuation certificate shall be made available for inspection, in the manner described in Rule 23, together with an associated report or schedule containing details of the aggregate valuation. Where the Panel is satisfied that such disclosure may be commercially disadvantageous to the company concerned, it may allow the report or schedule to appear in a summarized form. In certain cases, the Panel may required any of these documents to be reproduced in full in a document sent to holders of relevant securities.

In exceptional cases, certain companies, in particular mining and property companies, which are the subject of an unexpected offer may find difficulty in obtaining, within the time available, the opinion of an appropriate external valuer to support an asset valuation, as required by this Rule, before the board's circular has to be sent out. In such cases, the Panel may waive strict compliance with this requirement. The Panel will only do this where the interests of holders of relevant securities appear on balance to be best served by permitting informal valuations to appear coupled with such substantiation as is available. Offeree companies or their advisers who wish to make use of this procedure shall consult the Panel at the earliest opportunity.