Companies Act, 2008 (Act No. 71 of 2008)Chapter 5 : Fundamental Transactions, Takeovers and OffersPart C : Regulation of affected transactions and offers126. Restrictions on frustrating action |
| (1) | If the board of a regulated company believes that a bona fide offer might be imminent, or has received such an offer, the board must not— |
| (a) | take any action in relation to the affairs of the company that could effectively result in— |
| (i) | a bona fide offer being frustrated; or |
| (ii) | the holders of relevant securities being denied an opportunity to decide on its merits; |
| (b) | issue any authorised but unissued securities; |
| (c) | issue or grant options in respect of any unissued securities; |
| (d) | authorise or issue, or permit the authorisation or issue of, any securities carrying rights of conversion into or subscription for other securities; |
| (e) | sell, dispose of or acquire, or agree to sell, dispose of or acquire, assets of a material amount except in the ordinary course of business; |
| (f) | enter into contracts otherwise than in the ordinary course of business; or |
| (g) | make a distribution that is abnormal as to timing and amount, without the prior written approval of the Panel, and the approval of the holders of relevant securities, or in terms of a pre-existing obligation or agreement entered into before the time contemplated in this subsection. |
| (2) | If a regulated company believes that it is subject to a pre-existing obligation contemplated in subsection (1), it may apply to the Panel for consent to proceed. |