Companies Act, 2008 (Act No. 71 of 2008)

Regulations

Companies Regulations, 2011

Chapter 5 : Fundamental Transactions and Takeover Regulations

Part D : Duties and Conduct of Offeree and Directors

109. Requisite knowledge of independent board members

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Each member of an independent board and, where applicable, an independent board of an offeror, must—

(a)take all reasonable steps to receive all necessary information to reach a fully informed opinion concerning an offer and prepare it for relevant securities holders;
(b)meet with any appointed adviser to be briefed on all details of the offer, including the offer mechanism, terms, conditions and other relevant information;
(c)while respecting regulatory timetables, allow sufficient time to discharge all duties and responsibilities, and resist haste and pressured time deadlines; and
(d)become properly informed of the offeree regulated company's value per security or, where applicable, the offeror company's value per relevant security.