Companies Act, 2008 (Act No. 71 of 2008)RegulationsCompanies Regulations, 2011Chapter 5 : Fundamental Transactions and Takeover RegulationsPart E : Takeover Panel Procedures122. Panel Services, fees and levies |
| (1) | The services provided by the Panel fall into the following categories: |
| (a) | providing verbal information and advice of a preliminary and general nature on the provisions of Chapter 5 of the Act and this Chapter; |
| (b) | consultations in the course of which specific or general advice may be provided orally or in writing, which in any case is not binding and does not constitute a Ruling; |
| (c) | Rulings issued in specific matters; |
| (d) | examination of documents submitted for the Panel's approval; and |
| (e) | hearings and reviews. |
| (2) | The fees and levies chargeable for the Panel's services are as set out in Annexure 2 -Table CR2A. |
| (3) | If a charge is to be calculated on the basis of the value of securities to be issued as consideration, that value will be computed by reference to— |
| (a) | the ruling market price of the relevant securities on the JSE Limited on the business day immediately before the firm intention announcement of the affected transaction; or |
| (b) | by reference to the estimate of the value of any unlisted securities consideration offered. |
| (4) | If the offeree regulated company is unlisted, a further fee of R11 400 (VAT inclusive) will be payable. |
| (5) | If there are alternative offers, the alternative offer with the highest value will be used to calculate the value of the affected transaction. |
| (6) | Comparable offers require all classes of securities to be included in the calculation of the consideration value for fee purposes. |
| (7) | For hearings or reviews before the Executive Director or the Takeover Special Committee, the fees will be charged at the rate of R3 420 (VAT inclusive) per billable hour, or part thereof. |
| (8) | In addition to the fees and charges referred to above, the following items may also be charged in respect of any particular matter: |
| (a) | the cost of serving any subpoenas; |
| (b) | the cost of recording proceedings; |
| (c) | the cost of any expert engaged by the Panel; and |
| (d) | any other necessary or desirable disbursements incurred in connection with the particular matter. |
| (9) | Fees and charges must be paid— |
| (a) | in the case of services referred to in sub-regulation (1)(b), by the party requesting the service; |
| (b) | in the case of services referred to in sub-regulation (1)(c), by the party requesting the service; |
| (c) | in the case of services referred to in sub-regulation (1)(d), by the offeror or offeree regulated company, as the case may be; |
| (d) | in the case of services referred to in sub-regulation (1)(e), by the applicant or appellant, but subject to a discretion on the part of the Executive Director or the Takeover Special Committee, as the case may be, to order any other party involved in a hearing or review to pay the fees and charges or to make a contribution in respect of them; |
| (10) | The Panel may in its discretion waive or reduce any fees or charges. |
| (11) | The Panel may require interest at the statutory rate to be added to an offer consideration(s) per security if the offeror has failed to open an offer or make payment in the time detailed in regulation 102. |
| (12) | The Panel shall not have power to order any party involved in hearings to pay the costs of any other party, other than its own costs. |