| (1) | The percentage to be prescribed in terms of Section 123 (5) is 35% of the issued voting securities of the company. |
| (2) | The acquisition of a beneficial interest as contemplated in the definition of "affected transaction" in Section 117 (1)(c)(iv) will give rise to a mandatory offer as contemplated in the definition of "affected transaction" in Section 117 (1)(c)(vi) only if the acquisition falls within the circumstances contemplated in Section 123 (2). |
| (3) | The obligations contemplated in section 123 (3) and (4) do not arise if— |
| (a) | a person, alone or in concert with other parties, becomes entitled to exercise voting rights that exceed the prescribed percentage; and |
| (b) | the entitlement contemplated in paragraph (a) comprises voting rights that accrue to the person as a result of a beneficial interest in preference shares; and |
| (c) | the preference shares contemplated in paragraph (b)— |
| (i) | are not voting securities as defined in Section 1; |
| (ii) | were acquired before the entitlement arose; and |
| (iii) | give the person voting rights in accordance with the rights of the preference shares (e.g. arrear dividends), |
unless the person, or any of the concert parties, acquires any further securities as defined in section 117(1 )(i).
| (4) | A transaction is exempt from the obligation to make a mandatory offer following publication by a regulated company of a transaction requiring the issue of securities as consideration for an acquisition, a cash subscription or a rights offer, if the independent holders of more than 50% of the general voting rights of all issued securities of the regulated company have agreed to waive the benefit of such a mandatory offer in accordance with the principles detailed in Section 125 (3)(b)(ii). |
| (5) | Irrespective of whether an issue of securities is made conditional upon a waiver, a waiver by the independent holders of more than 50% of the general voting rights of all issued securities of the regulated company is a nullity if any acquisitions are made by an acquirer or a subscriber or underwriter, or by any of their respective concert parties, in the period between the transaction announcement and date of the waiver. |
| (6) | At the date of obtaining a waiver, the acquirer, the subscriber or an underwriter concerned must declare to the Panel in writing that it has not acquired any securities in the circumstances contemplated in sub-regulation (5). |
| (7) | A waiver requires a fair and reasonable opinion to be included in the circular in all instances other than a rights offer at a discount to the prevailing market price at the date of announcement. |
