TRP Manual

The Companies Act 71 of 2008 (the Act) brought about new changes in the regulation of mergers and takeovers of companies. The Act created the Takeover Regulation Panel (TRP) to replace the Securities Regulation Panel (SRP). The new TRP Manual has been published in response to these changes.

This publication contains the following:

  • Relevant Chapters of the Companies Act
  • Relevant Regulations to the Companies Act
  • Guidance notes issued by the TRP
  • Forms issued by the TRP
  • Disclosed rulings by the old SRP and new TRP

Takeover Regulation Panel

The Companies Act 71 of 2008 (the Act), which became effective on 1 May 2011, brought about new changes in the regulation of mergers and takeovers of companies. The Act created the Takeover Regulation Panel (TRP) in terms of section 196 to replace the Securities Regulation Panel (the SRP) which was established in accordance with Chapter XVA of the Companies Act No. 61 of 1973. This has necessitated the replacement of the SRP Manual with this TRP Manual, published by LexisNexis.

The TRP will perform the same functions as those which were performed by the SRP.  In terms of section 201 of the Act, the TRP is responsible for:

  • Regulating affected transactions and offers (as defined in the Act);
  • Investigating complaints with respect to affected transactions and offers;
  • Applying for a court order to wind up a company in appropriate circumstances;
  • Consulting with the Minister in respect of additions, deletions or amendments to the Takeover Regulations.


Companies which fall under the authority of the TRP when they undertake an “affected transaction” or “offer”, are:
A profit company, which is a public company; a state owned company; or a private company where the memorandum of incorporation of the company makes provision for the TRP to regulate transactions in such a company or 10% of the issued securities of that company have been transferred in a period of
24 months.

The Act in section 202 creates a committee of the TRP to be known as “The Takeover Special Committee (TSC)”. The functions of the TSC are:

  • To hear and decide on any matter referred to it by the TRP or by the Executive Director; and
  • To review compliance notices issued by the Executive Director of the TRP.


I welcome the publication of this manual in bringing together the relevant sections of the Act, Regulations and TRP Guidelines dealing with the regulation of affected transactions and offers. Disclosed rulings by the SRP have been included and those issued by the TSC will also be included in future updates as they provide useful insight into the application and interpretation of the Act and regulations.

Lucky Phakeng    
Executive Director
October 2011