Road Traffic Management Corporation Act, 1999 (Act No. 20 of 1999)Chapter 5 : Private investment in road traffic35. Trading of shares |
| (1) | For the purpose of section 34(a), the board of directors of a company in which the Corporation is a shareholder and which is incorporated in terms of the Companies Act, 1973 (Act No. 61 of 1973), may take all steps necessary to— |
| (a) | offer the shares in such company for sale in the manner specified in subsections (5), (6) and (7); or |
| (b) | subject to subsection (2), exchange the shares of the company for the shares of a company to be merged with such company (hereinafter referred to as the merger company) in the manner specified in subsections (5), (6) and (7). |
| (2) | An exchange of shares referred to in subsection (1)(b) may only be undertaken if— |
| (a) | the entire share capital of the company in which the Corporation is a shareholder is exchanged for a minority shareholding in the merger company and the majority shareholding is privately-owned; or |
| (b) | the merger is effected with another company owned by another state in the Southern African region and the merger is intended to ensure economies of scale to achieve greater financial viability as a precursor to the sale of shares in the merged company. |
| (3) | If the board of Directors disregards the procedures described in subsection (1) and (2), the Minister and any shareholding MEC may trade their shares in the company concerned. |
| (4) | Where the Minister and any shareholding MEC acts in terms of subsection (3), he or she is entitled to be reimbursed by the company concerned for any costs incurred. |
| (5) | The shares referred to in subsection (1) may, with effect from a date specified in the approved business and financial plan, be traded in the manner specified in subsection (6). |
| (6) | The shares may be traded— |
| (a) | after an offer for sale or exchange of such shares has been published by means of a prospectus, immediately before the listing of the company on the Johannesburg Stock Exchange; or |
| (b) | in terms of a share sale or exchange agreement concluded between the company on the one hand and any approved buyer or barterer on the other. |
| (7) | For the purpose of subsection (6)(b), an approved buyer or barterer means a person in respect of whom the sale or exchange of shares, as the case may be, has been approved by the Minister and a shareholding MEC acting on the recommendation of the board of directors of the company concerned. |
| (8) | Subject to subsection (9), shares must be sold or exchanged— |
| (a) | at a price or value which is market related; and |
| (b) | after a share incentive scheme has been established in terms of which shares may be allocated to the employees of the company in terms of the rules of the Johannesburg Stock Exchange. |
| (9) | The board of directors must, before proceeding with any scheme for the sale or exchange of shares, submit the proposed scheme to the Minister and any shareholding MEC for approval, setting out the manner in which this section have been complied with. |