Companies Act, 2008 (Act No. 71 of 2008)RegulationsCompanies Regulations, 2011Chapter 5 : Fundamental Transactions and Takeover RegulationsPart C : Announcements and Offers101. Firm intention announcement |
| (1) | A firm intention announcement is an announcement that must be made when a mandatory offer is required or when an offeror has communicated a firm intention to make an offer and is ready, able and willing to proceed with the offer. |
| (2) | When a firm intention announcement has been made, the offeror must proceed with the offer. |
| (3) | A firm intention announcement must be made immediately when— |
| (a) | the board of the offeree regulated company has received a formal written offer; or |
| (b) | a mandatory offer is required to be made in terms of Section 122 (1), read with Section 123. |
| (4) | The responsibility for making a firm intention announcement under— |
| (a) | sub-regulation (3)(a) rests with the independent board, failing which, with Panel approval, it rests with the offeror; or |
| (b) | sub-regulation (3)(b) rests with the offeror. |
| (5) | Each firm intention announcement must state— |
| (a) | that the offeror, and where appropriate, the independent board, accepts responsibility for the information contained in the firm intention announcement; |
| (b) | that to the best of their respective knowledge and belief, the information is true; and |
| (c) | where appropriate, that the firm announcement does not omit anything likely to affect the importance of the information. |
| (6) | If it is proposed that any director will be excluded from a statement required by sub-regulation (5), the omission, and the reasons for it, must be stated in the firm intention announcement. |
| (7) | A firm intention announcement must contain the following information: |
| (a) | the identity of the offeror and any concert parties; |
| (b) | the terms of the offer, including, but not limited to— |
| (i) | the type of offer proposed and mechanics of implementation; |
| (ii) | the class or classes of securities affected; |
| (iii) | the consideration offered, and if the offer is for securities, the consideration offered per security, for each class; |
| (iv) | pro forma earnings and asset value per offeree regulated company security, if the offer consideration consists wholly or partly in offeror securities; |
| (v) | any conditions as to acceptance, or other conditions of the offer; |
| (vi) | details of the cash guarantee or cash confirmation provided to the Panel in conformity with regulation 111(4); |
| (vii) | confirmation that the offeror has sufficient securities available to settle any consideration payable in securities, or has a condition as to acceptance regarding an increase of authorised share capital; and |
| (viii) | estimated offeror offer circular or combined circular posting date, and where known, other pertinent dates relating to the offer; |
| (c) | if known, the details of any beneficial interest in the offeree regulated company— |
| (i) | held or controlled, directly or indirectly— |
| (aa) | by the offeror; |
| (bb) | by any person(s) acting in concert with the offeror; or |
| (cc) | by any other person in respect of which the offeror has received an irrevocable commitment to accept or vote in favour of the offer; |
| (ii) | in respect of which the offeror holds an option to purchase; or |
| (iii) | in respect of which any person acting in concert with the offeror holds an option to purchase. |