| 1) |
Name, address and incorporation |
| a) |
The name and address of the registered office and of the transfer office, the date of incorporation of the company and, if an external company, the country in which it is incorporated and the date of registration in the Republic. |
| b) |
If the company is a subsidiary, the name and address of the registered office of its holding company, or of any body corporate which, had it been registered under the Act, would have been its holding company. |
| 2) |
Directors and management |
| a) |
The names, occupations and addresses of the directors and proposed directors of the company (specifying the chairman and managing director, if any,) and their nationalities, if not South African. |
| b) |
The term of office for which any director has been or is to be appointed, the manner in and terms on which any proposed director will be appointed and particulars of any right held by any person relating to the appointment of any director. |
| c) |
Particulars of any remuneration or proposed remuneration of the directors or proposed directors in their capacity as directors, managing directors or in any other capacity, whether determined by the articles or not, by the company and any subsidiary. |
| d) |
If the business of the company or its subsidiary or any part thereof is managed or is proposed to be managed by a third party under a contract, the name and address (or the address of its registered office, if a company) of such third party and a description of the business so managed or to be managed. |
| e) |
The borrowing powers of the company and its subsidiary exercisable by the directors and the manner in which such borrowing powers may be varied. |
| a) |
The name and address of the auditor of the company. |
| 4) |
Attorney, banker, stockbroker, trustee and underwriter |
| a) |
The names and addresses of the attorney, banker, stockbroker, trustee, if any, and underwriter, if any. |
| a) |
The name, address and professional qualifications, if any, of the secretary of the company. |
| 6) |
History, state of affairs and prospects of company |
| a) |
The general history of the company and its subsidiary stating, inter alia- |
| i) |
the length of time during which the business of the company and of any subsidiary has been carried on; |
| ii) |
brief particulars of any alteration of capital during the past three years; |
| iii) |
a summary of any offers of shares of the company to the public for subscription or sale during the preceding three years, the prices at which such shares were offered, the number of shares allotted in pursuance thereof and whether issued to all shareholders in proportion to their shareholdings and, if not, to whom issued, the reasons why the shares were not so issued and the basis of allotment; |
| iv) |
the date of conversion into a public company. |
| b) |
A general description of the business carried on or to be carried on by the company and its subsidiary and, where the company or its subsidiary carries on or proposes to carry on, two or more businesses which are material having regard to the profits or losses, assets employed or to be employed or any other factor, information as to the relative importance of each such business. |
| c) |
The situation, area and tenure (including in the case of leasehold property the rental and unexpired term of the lease) of the principal immovable property held or occupied by the company and its subsidiary. |
| d) |
Details of any change in the business of the company, if material, during the past five years. |
| e) |
A general description giving a fair presentation of the state of affairs of the company and its subsidiary, including- |
| i) |
the name, date and place of incorporation and the issued or stated capital of its subsidiary, together with details of the shares held by the holding company, and the main business of its subsidiary and the date on which it became a subsidiary; and |
| ii) |
if material, a statement as to the estimated commitments of the company and its subsidiary for the purchase and erection of buildings, plant and machinery, the estimated date of completion and the commencement of the operational use thereof. |
| f) |
For the company and each subsidiary, in respect of each of the preceding five years, particulars of- |
| i) |
the profits or losses before and after tax; |
| iii) |
the dividends paid in cents per share; and |
| iv) |
the dividend cover for each year, |
| v) |
or where the company is a holding company, the same information mutatis mutandis for the company in consolidated form. |
| g) |
If any part of the proceeds of the issue of shares is to be applied, directly or indirectly to the acquisition by the company or its subsidiary of the shares of any other company or body corporate, in consequence of which that company or that body corporate will become a subsidiary of the company, in respect of each of the preceding five years, the same particulars relating to such company or body corporate as are required mutatis mutandis by subparagraph (f) and a general history of such company or body corporate, as required by subparagraphs (a) and (b). |
| h) |
If any part of the proceeds of the issue of shares is to be applied, directly or indirectly, to the acquisition by the company or its subsidiary of a business undertaking in respect of each of the preceding five years, particulars relating to such business undertaking of- |
| i) |
the profits before and after tax; |
| i) |
The opinion of the directors, stating the grounds therefor, as to the prospects of the business of the company and of its subsidiary and of any subsidiary or business undertaking to be acquired. |
| a) |
A statement of the purpose of the offer giving reasons why it is considered necessary for the company to raise the capital offered, and if the capital offered is more than the amount of the minimum subscription referred to in paragraph 21, the reasons for the difference between the capital offered and the said minimum subscription. |
| 8) |
Share capital of the company |
| a) |
Particulars of the share capital- |
| b) |
if consisting of shares of par value, the authorised and issued share capital, share premium and share capital held in reserve, the number and classes of shares and their nominal value; |
| c) |
if consisting of shares of no par value, the stated capital, the number of shares issued and held in reserve and the classes of shares; |
| d) |
a description of the respective preferential conversion and exchange rights, rights to dividends, profits or capital of each class, including redemption rights and rights on liquidation or distribution of capital assets; |
| e) |
the number of founders' and management or deferred shares, if any, and the special rights attaching thereto. |
| a) |
Details of material loans, including debentures, to the company and to its subsidiary at the date of the prospectus, stating- |
| i) |
whether such loans are secured or unsecured; |
| ii) |
the names of the lenders if not debenture holders; |
| iii) |
the amount, terms and conditions of repayment; |
| iv) |
the rates of interest on each loan; and |
| v) |
details of the security, if any; |
| b) |
details of material loans by the company or by its subsidiary, other than in the ordinary course of business, at the date of the prospectus, stating- |
| ii) |
the person to whom made; |
| iii) |
the rate of interest; |
| iv) |
if the interest is in arrear, the last date on which it was paid and the extent of the arrears; |
| v) |
the period of the loan; |
| vii) |
the value of such security and the method of valuation; |
| viii) |
if the loan is unsecured, the reasons therefor; and |
| ix) |
if the loan was made to another company, the names and addresses of the directors of such company. |
| 10) |
Options or preferential rights in respect of shares |
| a) |
The substance of any contract or arrangement or proposed contract or arrangement, whereby any option or preferential right of any kind was or is proposed to be given to any person to subscribe for any shares of the company or its subsidiary, giving the number and description of any such shares, including, in regard to the option or right, particulars of- |
| b) |
the period during which it is exercisable; |
| c) |
the price to be paid for shares subscribed for under it; |
| d) |
the consideration given or to be given for it; |
| e) |
the names and addresses of the persons to whom it was given, other than to existing share holders as such or to employees under a bona fide staff option scheme; |
| f) |
if given to existing shareholders as such, material particulars thereof; and |
| g) |
any other material fact or circumstance concerning the granting of such option or right. |
Subscribing for shares shall, for the purpose of this paragraph, include acquiring them from a person to whom they were allotted or were agreed to be allotted with a view to his offering them for sale.
| 11) |
Shares issued or to be issued otherwise than for cash. |
| a) |
The number of shares which within the preceding two years were issued, or were agreed to be issued, by the company or its subsidiary, to any person, otherwise than for cash, and the consideration for which those shares were issued or were agreed to be issued, and the value of the property, if any, acquired or to be acquired. |
| 12) |
Property acquired or to be acquired |
| a) |
Particulars of any immovable property or other property of the nature of fixed assets purchased or acquired by the company or its subsidiary or proposed to be purchased or acquired, the purchase price of which is to be defrayed in whole or in part out of the proceeds of the issue, or is to be or was within the preceding two years paid in whole or in part in securities of the company or its subsidiary, or out of the funds of the company or its subsidiary, whether in cash or shares, or the purchase or acquisition of which has not been completed at the date of the prospectus, and the nature of the title or interest therein acquired or to be acquired by the company or its subsidiary; |
| b) |
details of the consideration given, or to be given, for the acquisition of any such property, specifying the value payable for goodwill, if any; |
| c) |
the names and addresses of the vendors and the consideration received or to be received by each; |
| d) |
brief particulars of any transaction relating to the property completed within the preceding two years in which any vendor of the property to the company or its subsidiary or any person who is or was at the time of the transaction a promoter or a director or proposed director of the company had any interest, direct or indirect: Provided that where the vendors or any of them are a partnership, the members of the partnership shall not be treated as separate vendors; and |
| e) |
particulars of the price at which any such property which is immovable property or an option over immovable property was purchased or sold within three years prior to the date of the prospectus where any promoter or director had any interest, directly or indirectly, in such transaction or where any promoter or director was a member of a partnership, syndicate or other association of persons which had such an interest, with the dates of any such purchases and sales and the names of any such promoter or director, and the nature and extent of his interest; for the purposes of this subparagraph, shares of a company, the major asset of which is immovable property, shall be deemed to be immovable property. |
| 13) |
Amounts paid or payable to promoters |
| a) |
The amount paid within the preceding two years or proposed to be paid to any promoter, with his name and address, or to any partnership, syndicate or other association of which he is or was a member, and the consideration for such payment, and any other benefit given to such promoter, partnership, syndicate or other association within the said period or proposed to be given, and the consideration for the giving of such benefit. |
| 14) |
Commissions paid or payable in respect of underwriting |
| a) |
The amount, if any, or the nature and extent of any consideration, paid within the preceding two years, or payable as commission to any person (including commission so paid or payable to any subunderwriter who is a promoter or director or officer of the company) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions for any shares of the company, the name, occupation and address of each such person, particulars of the amounts underwritten or sub-underwritten by each and the rate of the commission payable for such underwriting or sub-underwriting contract with such person; and if such person is a company, the names of the directors of such company and the nature and extent of any interest, direct or indirect, in such company of any promoter, director or officer of the company in respect of which the prospectus is issued. |
| 15) |
Preliminary expenses and issue expenses |
| a) |
The amount or estimated amount of preliminary expenses, if incurred within two years of the date of the prospectus, and the persons by whom any of those expenses were paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses were paid or are payable. |
| a) |
The dates and the nature of, and the parties to, every material contract entered into by the company or its subsidiary, not being a contract entered into the ordinary course of the business carried on or proposed to be carried on by the company or its subsidiary or a contract entered into more than two years before the date of the prospectus, and a reasonable time and place at which any such contract or a copy thereof may be inspected. |
| b) |
A brief summary of existing contracts or proposed contracts, either written or oral, relating to the directors' and managerial remuneration, royalties, and secretarial and technical fees payable by the company and its subsidiary. |
| 17) |
Interest of directors and promoters |
| a) |
Full particulars of the nature and extent of any material interest, direct or indirect, of every director or promoter in the promotion of the company and in any property proposed to be acquired by the company out of the proceeds of the issue, and where the interest of such director or promoter consists in being a member of a partnership, company, syndicate or other association of persons, the nature and extent of the interest of such partnership, company, syndicate or other association, and the nature and extent of such director's or promoter's interest in the partnership, company, syndicate or other association. |
| b) |
Full particulars of the nature and extent of any material interest, direct or indirect, of every director or promoter in the property acquired or proposed to be acquired by the company or its subsidiary during the three years preceding the date of the prospectus. |
| c) |
A statement of all sums paid or agreed to be paid within the three years preceding the date of the prospectus to any director or to any company in which he is beneficially interested or of which he is a director, or to any partnership, syndicate or other association of which he is a member, in cash or shares or otherwise, by any person either to induce him to become or to qualify him as a director, or otherwise for services rendered by him or by the company, partnership, syndicate or other association in connection with the promotion or formation of the company. |
| 18) |
Particulars of the offer |
| a) |
Particulars of the shares offered, including- |
| ii) |
the nominal value of the shares, if applicable; |
| iii) |
the number of shares offered; |
| v) |
other conditions of the offer. |
| b) |
Particulars of the debentures offered, including- |
| i) |
the class of debentures; |
| ii) |
the conditions of the debentures; |
| iii) |
if the debentures are secured, particulars of the security, specifying the property comprising the security and the nature of the title to the property; and |
| iv) |
other conditions of the offer. |
| 19) |
Time and date of the opening and of the closing of the offer |
| a) |
The time and date of the opening and of the closing of the subscription lists or of the offer. |
| a) |
The amount payable by way of premium, if any, on each share which is to be issued or was issued in the five years preceding the date of the prospectus, stating the dates of issue, the reasons for any such premium, and, where some shares were or are to be issued at a premium and other shares at par or at a lower premium, also the reasons for the differentiation, and how any such premium was or is to be dealt with. |
| b) |
Where no par value shares are to be issued or were issued within five years preceding the date of the prospectus, the dates of issue, the price at which they are to be or were issued, and the reasons for any differentiation. |
| a) |
The minimum amount which, in the opinion of the directors, must be raised by the issue of the shares in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums required to be provided, in respect of each of the following matters: |
| i) |
The purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue; |
| ii) |
any preliminary expenses payable by the company. and any commission payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares of the company; |
| iii) |
the repayment of any moneys borrowed by the company and its subsidiary in respect of any of the foregoing matters; |
| iv) |
working capital, stating the specific purposes for which it is to be used and the estimated amount required for each such purpose; |
| v) |
any other expenditure, stating the nature and purposes thereof and the estimated amount in each case; and |
| b) |
the amounts to be provided in respect of the matters aforesaid otherwise than out of the proceeds of the issue, and the sources from which those amounts are to be provided. |
| 22) |
Statement as to adequacy of capital |
| a) |
A statement that in the opinion of the directors the issued capital of the company (including the amount to be raised in pursuance of this offer) is adequate for the purposes of the business of the company and of its subsidiary, and if they are of the opinion that it is inadequate, the extent of the inadequacy and the manner in which and the sources from which the company and its subsidiary are or are to be financed. |
| 23) |
Statement as to listing on stock exchange |
| a) |
A statement as to whether or not an application has been made under section 169 of the Act for a listing of the shares offered and the name of the Stock Exchange. |
| 24) |
Requirements for prospectus of mining company |
| a) |
A report by an expert containing information appropriate to the subject matter of the prospectus and including, if applicable- |
| i) |
a statement describing briefly the geological characteristics of the occurrence; |
| ii) |
details of previous operations and production relevant to the workability and payability of the proposed mining operations; |
| iii) |
survey, drilling and borehole results; |
| v) |
an interpretation of the information available with reference to the viability of the project. |
| b) |
Material information not otherwise required by this Schedule relating to the mineral rights, or any other right to mine, mining title, including any Government mining lease, and immovable property available for the mine, including, if applicable-- |
| i) |
whether the aforesaid is owned by the company, or in process of transfer or is under option or lease; |
| ii) |
the name of the farm on and district in which each is situated; |
| iv) |
the aggregate price or other consideration for which they were or are to be acquired; |
| v) |
relevant details of any option as aforesaid. |
| c) |
A statement by the directors of the plans for reaching the production stage or for increasing output including information regarding- |
| i) |
shaft sinking and development; |
| ii) |
capital expenditure for each material stage of development. |
Special Investigating Units and Special Tribunals Act, 1996
