Companies Act, 2008 (Act No. 71 of 2008)RegulationsCompanies Regulations, 2011Chapter 5 : Fundamental Transactions and Takeover RegulationsPart D : Duties and Conduct of Offeree and Directors113. Re-investment |
| (1) | In terms of section 119 (6), the Panel may grant an exemption from the application of section 127 (1) to the extent required to allow a re-investment alternative of the consideration offered ("re-investment consideration") only to specific directors and management of an offeree regulated company if— |
| (a) | a fair and reasonable opinion from an independent expert has been obtained stating that the re-investment consideration is fair and reasonable to the independent shareholders of the offeree regulated company; and |
| (b) | a majority vote of independent shareholders of the offeree regulated company has been obtained in general meeting. |
| (2) | An independent board must establish and disclose any benefits offered to any offeree regulated company director or employee by an offeror. |