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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:
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:
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
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:
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 DirectorOctober 2011
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