Companies Act, 1973 (Act No. 61 of 1973)The Securities Regulation Code on Takeovers and MergersThe CodeSection M. Timing And RevisionRule 28. Timing of the Offer |
| 28.1) | First Closing Date |
An offer shall initially be open for at least 21 days following the date on which the offer document is posted.
| 28.2) | Further closing dates to be stated |
In any announcement of an extension of an offer, either the next closing date shall be stated or, if the offer is unconditional as to acceptances, a statement may be made that the offer will remain open until further notice. In the latter case, at least 14 days notice in writing shall be given, before the offer is closed, to those holders of relevant securities who have not accepted.
| 28.3) | No obligation to extend |
There is no obligation to extend an offer, the conditions of which are not met by the first or any subsequent closing date.
| 28.4) | Offer to remain open for at least 14 days after unconditional as to acceptances |
After an offer has become or is declared unconditional as to acceptances, the offer shall remain open for not less than 14 days after the date on which it would otherwise have expired. When, however, an offer is unconditional as to acceptances from the outset, a 14 day extension is not required but the position shall be set out clearly and prominently in the offer document.
| 28.5) | No extension statements |
If statements in relation to the duration of an offer such as "the offer will not be extended beyond a specified date unless it is unconditional as to acceptances" ("no extension statements") are included in documents sent to holders of relevant securities in the offeree company, or are made by or on behalf of an offeror, its directors, officers or advisers, and not withdrawn immediately if incorrect, then only in exceptional circumstances will the offeror be allowed subsequently to extend its offer beyond the stated date except where the right to do so has been specifically reserved. The provisions of Rule 28.4 will apply mutatis mutandis.
| 28.6) | Final day rule (fulfillment of acceptance condition, timing and announcement) |
| a) | Except with the consent of the Panel, an offer (whether revised or not) may not become or be declared unconditional as to acceptances after midnight on the 60th day after the day the initial offer document was posted. The Panel's consent will normally only be granted- |
| i) | if a competing offer has been announced (in which case both offerors will normally be bound by the time-table established by the posting of the competing offer document); or |
| ii) | if the board of the offeree company consents to an extension. |
| b) | Except with the consent of the Panel, on the 60th day after the day upon which the initial offer document was posted (or any other date beyond which the offeror has stated that its offer will not be extended) a press release shall be made by 17h00 as to whether the offer is unconditional as to acceptances or has lapsed. |
| c) | In the case of an affected transaction to which the provisions of section 440K of the Act are applied, the periods referred to in paragraph (a) and (b) hereof shall be the periods prescribed in the said section. |
| 28.7) | Time for fulfillment of all other conditions |
Except with the consent of the Panel, all other conditions shall be fulfilled or the offer shall lapse within 21 days of the first closing date, or the date on which the offer becomes unconditional as to acceptances whichever is the later.
| 28.8) | Settlement of consideration |
Except with the consent of the Panel, the consideration shall be posted within seven days of the date of the offer becoming or being declared unconditional or acceptance thereof, whichever is the later.